GREAT PLAINS FUNDS
5800 Corporate Drive
Pittsburgh, PA 15237-7010
July 7, 2000
Dear Valued Shareholder:
We are seeking your approval of a proposed reorganization of mutual funds
of the Great Plains Funds into corresponding mutual funds of Wells Fargo Funds
Trust. The proposed reorganization arises out of Wells Fargo & Company's
acquisition of First Commerce Bancshares, Inc., which is the parent company of
the investment adviser to the Great Plains Funds. By reorganizing Great Plains
Funds into Wells Fargo Funds, we expect to achieve managerial and other
administrative efficiencies. We also expect to achieve increased investment
leverage and market presence for the reorganizing Funds and provide more
exchange options within a much larger fund family, which we believe will be
advantageous for shareholders of the Great Plains Funds. We also are asking you
to approve an interim investment advisory agreement for the Great Plains Funds
covering the period until the reorganization occurs.
Wells Fargo Bank, N.A. has agreed to pay all expenses of
the reorganization, so Great Plains Funds shareholders will not bear these
costs.
The Board of Trustees of the Great Plains Funds has unanimously approved
the reorganization and believes that it is in the best interests of our
shareholders. They recommend that you vote your proxy to approve the
reorganization.
In the reorganization, each of the Great Plains Funds listed below will
transfer all of its assets and liabilities to a corresponding Fund of Wells
Fargo Funds Trust. We refer to those reorganizing fund groups as the GP Funds
and the WF Funds, and all of them together as the Funds. Three of the GP Funds
will be merged into existing WF Funds. We refer to those as the Merging Funds.
The GP Tax-Free Bond Fund will be reorganized into a newly created WF Fund with
substantially similar investment objectives and principal investment strategies.
We refer to that reorganization as the "Shell Reorganization" because the WF
Nebraska Tax-Free Fund is a newly organized mutual fund formed to receive the
assets and assume the liabilities of the GP Tax-Free Bond Fund. The following
table lists the GP Funds and the corresponding WF Funds that are part of the
proposed reorganization.
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------- ----------------------------------------------------------------
GREAT PLAINS FUNDS WELLS FARGO FUNDS
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
<S> <C>
Equity Fund Equity Income Fund (Institutional Class)
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
Intermediate Bond Fund Income Fund (Institutional Class)
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
Premier Fund Small Cap Value Fund (Institutional Class)
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
Tax-Free Bond Fund Nebraska Tax-Free Fund (Institutional Class)
---------------------------------------- ----------------------------------------------------------------
</TABLE>
<PAGE>
WHAT ARE THE POTENTIAL BENEFITS OF THE PROPOSED REORGANIZATION?
o The broader product array of the Wells Fargo Funds, and the expanded range
of investment options and shareholder services available to shareholders of
the Wells Fargo Funds, consisting of more than 60 mutual funds.
o The greater breadth, depth and varied expertise of the investment
management personnel employed by the investment advisor and sub-advisors to
the Wells Fargo Funds.
o The fact that Wells Fargo Bank will not have to divide its resources and
attention between the GP Funds and the WF Funds as it would if the GP Funds
were not reorganized into the WF Funds.
o The potential greater purchasing power, analyst coverage and market
presence of the WF Funds into which the Merging Funds will be reorganized.
o The potential improved operating efficiencies of the WF Funds into which
the Merging Funds will be reorganized.
o The undertaking by Wells Fargo Bank to pay all of the expenses of the
reorganization.
WHY IS APPROVAL OF AN INTERIM ADVISORY AGREEMENT NECESSARY?
Wells Fargo & Company's acquisition of First Commerce Bancshares, Inc.
on June 16, 2000 resulted in a change of control of First Commerce Investors,
Inc., the advisor to the GP Funds. We refer to First Commerce Investors, Inc. as
FCI. Under the federal securities laws, that acquisition terminated the former
advisory agreement existing between the GP Funds and FCI. On May 9, 2000, in
anticipation of that event, the Great Plains Funds' Board of Trustees approved a
substantially identical Interim Advisory Agreement between FCI and each of the
GP Funds covering the time period from June 16, 2000 until the closing of the
reorganization. By law, if shareholders of the GP Funds do not approve this
interim agreement, FCI may not be able to collect all of its regular fees for
providing advisory services to the GP Funds after June 16, 2000.
Please read the enclosed proxy materials and consider the information
provided. We encourage you to complete and mail your proxy card promptly. If you
have any questions about the proxy or about the proposed fund reorganization,
call your trust officer, investment professional, or Great Plains Funds'
Customer Service at (800) 568-8257.
Very truly yours,
James Stuart III
Vice President
Great Plains Funds
<PAGE>
Equity Fund
Intermediate Bond Fund
Premier Fund
Tax-Free Bond Fund
SERIES OF GREAT PLAINS FUNDS
5800 CORPORATE DRIVE
PITTSBURGH, PA 15237-7010
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR AUGUST 23, 2000
This is the formal notice and agenda for the Funds' special shareholder
meeting. It tells shareholders what proposals will be voted on and the time and
place of the meeting. As we noted in the letter to shareholders, we refer to the
four Great Plains Funds listed above as the GP Funds and the four Wells Fargo
Funds listed in the attached proxy statement/prospectus as the WF Funds. We
refer to all of them together as the Funds.
To the Shareholders of the GP Funds:
A special meeting of shareholders of each of the GP Funds will be held
on Wednesday, August 23, 2000, at 11:00 a.m. (Central Time) at 610 NBC Center,
1248 O Street, Lincoln, Nebraska, to consider the following:
1. A proposal to approve an Agreement and Plan of Reorganization.
Under that Agreement, each GP Fund will transfer all of its
assets and liabilities to a corresponding WF Fund in exchange
for shares of the WF Fund having equal value, which will be
distributed proportionately to the shareholders of the GP Fund.
2. A proposal to approve an interim investment advisory agreement
between First Commerce Investors, Inc. and each of the Great
Plains Funds covering the time period from June 16, 2000 until
the closing of the reorganization.
3. Any other business that properly comes before the meeting.
Shareholders of record as of the close of business on June 26, 2000 are
entitled to vote at the meeting. Whether or not you expect to attend the
meeting, please complete and return the enclosed proxy card (voting instruction
card).
By Order of the Board of Trustees
Gail Cagney
Secretary
July 7, 2000
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES THAT YOU
ARE ENTITLED TO VOTE.
<PAGE>
COMBINED PROXY STATEMENT/PROSPECTUS
July 7, 2000
GREAT PLAINS FUNDS
5800 Corporate Drive
Pittsburgh, PA 15237-7010
WELLS FARGO FUNDS TRUST
P.O. Box 7066
San Francisco, CA 94120-7066
WHAT IS THIS DOCUMENT AND WHY WE ARE SENDING IT TO YOU?
This document is a combined proxy statement and prospectus, and
contains the information that shareholders of Great Plains Funds should know
before voting on the two proposals before them, and should be retained for
future reference. It is both the proxy statement of the four mutual funds of
Great Plains Funds listed below, which we refer to as the GP Funds, and a
prospectus for the Equity Income Fund, Income Fund and Small Cap Value Fund of
Wells Fargo Funds Trust. It is not a prospectus for the Wells Fargo Nebraska
Tax-Free Fund because it is a newly organized mutual fund formed to receive the
assets and liabilities of the GP Tax-Free Bond Fund. The Wells Fargo Nebraska
Tax-Free Fund will have substantially the same investment objectives and
principal investment strategies as the corresponding GP Tax-Free Bond Fund. We
refer to the GP Funds other than the Tax-Free Bond Fund as the Merging Funds.
This proxy statement and prospectus contains information shareholders should
know before voting on the two proposals before them, including the proposed
reorganization of the following GP Funds into the corresponding WF Fund:
<TABLE>
<CAPTION>
---------------------------------------- ----------------------------------------------------------------
GP FUNDS WF FUNDS
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
<S> <C>
Equity Fund Equity Income Fund (Institutional Class)
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
Intermediate Bond Fund Income Fund (Institutional Class)
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
Premier Fund Small Cap Value Fund (Institutional Class)
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
Tax-Free Bond Fund Nebraska Tax-Free Fund (Institutional Class)
---------------------------------------- ----------------------------------------------------------------
</TABLE>
The four mutual funds of Wells Fargo Funds Trust listed above, which we
refer to as the WF Funds, are advised by Wells Fargo Bank, N.A., which we refer
to as Wells Fargo.
<PAGE>
HOW WILL THE REORGANIZATION WORK?
The reorganization of each GP Fund will involve three steps:
o the transfer of the assets and liabilities of the GP Fund to its
corresponding WF Fund in exchange for shares of the WF Fund having
equivalent value to the net assets transferred;
o the pro rata distribution of the shares of the WF Fund to the
shareholders of record of the GP Fund as of the effective date of the
reorganization in full redemption of all shares of the GP Fund; and
o the immediate liquidation and termination of the GP Fund.
As a result of the reorganization, shareholders of each GP Fund will
hold shares of the corresponding WF Fund having the same total value as the
shares of the GP Fund that they held immediately before the reorganization. If a
majority of the shares of one of the GP Funds does not approve the
reorganization, that Fund will not participate in the reorganization. In such a
case, the GP Fund will continue its operations beyond the date of the
reorganization and its Trustees will consider what further action is
appropriate.
IS ADDITIONAL INFORMATION ABOUT THE FUNDS AVAILABLE?
Yes, additional information about the Funds is available in the:
o Prospectuses for the GP Funds and for the WF Equity Income, Income and
Small Cap Value Funds;
o Management's Discussion of Fund Performance, which is included in the
Annual Reports to shareholders of the GP Funds and of the WF Equity Income,
Income and Small Cap Value Funds; and
o Statements of Additional Information, or SAIs, for the GP Funds and for the
WF Equity Income, Income and Small Cap Value Funds.
Those documents are on file with the Securities and Exchange
Commission, which we refer to as the SEC. The WF Nebraska Tax-Free Fund
currently is not an operating mutual fund nor does it have an effective
prospectus. It does, however, have a preliminary prospectus and Statement of
Additional Information on file with the SEC. Those documents are subject to
completion and revision before becoming effective with the SEC.
The effective prospectuses and Management's Discussion of Fund
Performance are legally deemed to be part of this proxy statement/prospectus.
The SAI to this proxy statement/prospectus also is legally deemed to be part of
this document. There also is an Agreement and Plan of Reorganization between the
GP Funds and the WF Funds that describes the technical details of how the
reorganization will be accomplished. The Agreement and Plan of Reorganization
has been filed with the SEC and is available by any of the methods described
below.
A prospectus for the appropriate WF Equity Income Fund, WF Income Fund
or the WF Small Cap Value Fund accompanies this statement. The prospectus and
annual report to shareholders of the Great Plains Funds, containing audited
financial statements for the most current fiscal year, have been previously
mailed to shareholders.
Copies of all of those documents are available upon request without
charge by writing to or calling:
Wells Fargo Funds
P.O. Box 7066
San Francisco, CA 94120-7066
1-800-552-9612
You also may view or obtain these documents from the SEC:
In Person: At the SEC's Public Reference Room in
Washington, D.C.
By Phone: 1-800-SEC-0330
By Mail: Public Reference Section
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549-6009
(duplicating fee required)
By Email: [email protected]
(duplicating fee required)
By Internet: www.sec.gov
(Wells Fargo Funds Trust; Great Plains Funds)
OTHER IMPORTANT THINGS TO NOTE:
o An investment in the WF Funds is not a deposit in Wells Fargo or any other
bank and is not insured or guaranteed by the FDIC or any other government
agency.
o You may lose money by investing in the Funds.
o The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
Why is an interim advisory agreement necessary?
Wells Fargo & Company's acquisition of First Commerce Bancshares, Inc.
on June 16, 2000 resulted in a change of control of First Commerce Investors,
Inc., the advisor to the GP Funds. As we stated earlier, we refer to First
Commerce Investors, Inc. as FCI. Under the federal securities laws, that
acquisition terminated the former advisory contract between FCI and the GP
Funds. On May 9, 2000, in anticipation of that event, the Great Plains Funds'
Board of Trustees approved an Interim Advisory Agreement between FCI and each of
the GP Funds covering the time period between June 16, 2000 and the closing date
of the reorganization described in these materials. The Interim Advisory
Agreement approved by the Great Plains Funds' Board is substantially identical
to the agreement that existed between FCI and the GP Funds before June 16, 2000.
By law, if the interim agreement is not approved by a majority of the
outstanding shares of a GP Fund (as defined under the federal securities laws),
FCI may not be able to collect all of its regular fees owed to it for providing
advisory services to that GP Fund during this time period.
<PAGE>
TABLE OF CONTENTS
PAGE
Introduction
Proposal 1: Approval of Reorganization of GP Funds
Reasons for the Reorganization
Summary
Comparison of Current Fees
Comparison of Investment Objectives, Principal Investment Strategies
and Policies Common and Specific Risk Considerations
Comparison of Shareholder Services and Procedures
Comparison of Investment Advisors and Investment Advisory Fees
Comparison of Other Principal Service Providers
Comparison of Business Structures
Terms of the Reorganization
Board Consideration of the Reorganization
Performance
Federal Income Tax Consequences and Federal Tax Opinions
Fees and Expenses of the Reorganization
Proposal 2: Approval of Interim Advisory Agreement between FCI and the GP Funds
Summary
Terms of the Interim Advisory Agreement and the Prior Advisory Agreement
Approval by the Board of Trustees of Great Plains Funds
Information on Voting
Existing and Pro Forma Capitalizations
Outstanding Shares
Interest of Certain Persons in the Transactions
Exhibit A: Fee Tables
Exhibit B: Comparison of Investment Objectives,
Principal Investment Strategies and Policies
Exhibit C: Additional Information about FCI
<PAGE>
Introduction
------------
On June 16, 2000, Wells Fargo & Company, the parent company of Wells
Fargo, acquired First Commerce Bancshares, Inc., the parent company of FCI, the
investment advisor to the GP Funds. We call that transaction the Acquisition.
The Great Plains Funds' Board of Trustees called this shareholder meeting to
allow shareholders of the GP Fund to consider and vote on two proposals arising
out of the Acquisition. The first proposal concerns the proposed reorganization
of each of the four GP Funds of Great Plains Funds into its corresponding WF
Fund. We refer to those reorganizations as the Reorganization. The second
proposal concerns the approval of an Interim Advisory Agreement between each GP
Fund and FCI, which is necessary because of the Acquisition.
PROPOSAL 1: APPROVAL OF REORGANIZATION OF GP FUNDS
On May 9, 2000, the Board of Trustees of Great Plains Funds unanimously
voted to approve the Reorganization, subject to approval by each GP Fund's
shareholders. Under the Reorganization, each GP Fund will transfer its assets to
its corresponding WF Fund and the WF Fund will assume the liabilities of the GP
Fund. Upon the transfer of assets, shares of that WF Fund will be distributed to
shareholders of that GP Fund. Any shares you own of a GP Fund at the time of the
Reorganization will be cancelled and you will receive shares of the
Institutional Class of the corresponding WF Fund having a value equal to the
value of your shares of the GP Fund. The Reorganization is expected to be a
tax-free transaction for federal income tax purposes. If approved by
shareholders, the Reorganization is expected to occur in September 2000.
Reasons for the Reorganization
The Reorganization is part of the plan to consolidate all mutual fund
operations after the Acquisition. Wells Fargo currently operates a fund family
consisting of over 60 mutual funds. Consolidating the GP Funds into the larger
Wells Fargo Fund family can benefit all GP Fund shareholders.
The Board of Trustees of Great Plains Funds concluded that
participation in the proposed Reorganization is in the best interests of each GP
Fund and its shareholders. The Trustees also concluded that the economic
interests of the shareholders of the GP Funds would not be diluted as a result
of the proposed Reorganization. In reaching that conclusion, the Trustees
considered, among other things:
1. The broader product array of the more than 60 Wells Fargo mutual funds, and
the expanded range of investment options and shareholder services available
to investors in those funds.
2. The greater breadth, depth and varied expertise of the investment
management personnel employed by the investment advisor and sub-advisors to
the Wells Fargo Funds.
3. The fact that Wells Fargo will not have to divide its resources and
attention between the GP Funds and the WF Funds, as it would if the GP
Funds were not reorganized into the WF Funds.
4. The potential greater purchasing power, analyst coverage and market
presence of the WF Funds into which the Merging Funds will be reorganized.
5. The potential for greater operating efficiencies of the WF Funds into which
the Merging Funds will be reorganized.
6. The performance track records of the WF Funds into which the Merging Funds
will be reorganized.
7. The expense ratios of the WF Funds as compared to their corresponding GP
Funds.
8. The tax-free nature of the Reorganization for federal income tax purposes.
9. The compatibility of the investment objectives and principal investment
strategies of the WF Funds with those of the GP Funds.
10. The undertaking by Wells Fargo to bear the expenses of the Reorganization.
For a more complete discussion of all of the factors considered by the
Board of Great Plains Funds in approving the Reorganization, see pages 17-19.
SUMMARY
The following summary highlights differences between each GP Fund and
its corresponding WF Fund that you will own after the Reorganization. This
summary is not complete and does not contain all of the information that you
should consider before voting on the Reorganization. For more complete
information, please read this entire document and the enclosed WF Fund
prospectus(es), if any.
Comparison of Current Fees
After the Reorganization, each WF Fund will have a lower operating
expense ratio before waivers and reimbursements than the expense ratio of the
corresponding GP Fund before waivers and reimbursements. Each WF Fund also is
projected to have the same or lower operating expense ratios, as compared to its
corresponding GP Fund, after waivers and reimbursements. The chart below
summarizes the gross and net operating expense ratios for the GP Funds and the
Institutional Class of the corresponding WF Funds.
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------ -----------------------------------------------
<S> <C> <C>
GP Fund Total WF Fund Total
Operating Operating
Expenses Expenses
Before/After Before/After
Waivers
Waivers and and
Reimbursements
Reimbursements
------------------------------------------------------------ -----------------------------------------------
------------------------------------------------------------ -----------------------------------------------
Equity Fund Equity Income Fund
1.50%/1.00% 0.97%/0.85%
------------------------------------------------------------ -----------------------------------------------
------------------------------------------------------------ -----------------------------------------------
Intermediate Bond Fund 1.25%/0.75% Income Fund
0.76%/0.75%
------------------------------------------------------------ -----------------------------------------------
------------------------------------------------------------ -----------------------------------------------
Premier Fund 2.12%/1.40% Small Cap Value Fund
1.70%/1.25%
------------------------------------------------------------ -----------------------------------------------
------------------------------------------------------------ -----------------------------------------------
Tax-Free Bond Fund 1.34%/0.83% Nebraska Tax-Free Fund 1.04%/0.83%
------------------------------------------------------------ -----------------------------------------------
</TABLE>
The GP Funds have higher operating expense ratios before waivers and
reimbursements, in part because they had adopted certain "dormant" fees,
including fees that could be paid under a dormant distribution plan. The WF
Funds do not charge distribution fees on their Institutional Shares and could
not institute such fees without both Board and shareholder approval. Currently,
the actual fees paid by the GP Funds are less than their permitted gross fees
because of fee waivers by the GP Funds' service providers, but the waivers are
voluntary, which means the fees after waivers and reimbursements could increase
at any time. In contrast, Wells Fargo, as the investment advisor and
administrator to the WF Income and WF Small Cap Value Funds, is obligated to
provide waivers and reimbursements shown until at least November 5, 2000.
Similarly, Wells Fargo, as the investment advisor and administrator to the WF
Equity Income Fund, is obligated to provide waivers or reimbursements shown for
that fund until at least November 5, 2001. After the expiration of the
applicable mandatory waiver period, any waiver or reimbursement may not be
reduced without the approval of the Wells Fargo Funds' Board of Trustees. In
addition, Wells Fargo, as the investment advisor and administrator to the WF
Nebraska Tax-Free Fund, has committed to the after-waiver expense ratio shown
above for at least one year from the date of the closing of the Reorganization.
Like the other WF Funds, after that time, the Board of Trustees of the Wells
Fargo Funds would have to approve any reduction in the waiver or reimbursement.
See Exhibit A for a breakdown of the specific fees charged to each WF Fund and
GP Fund, and more information about expenses.
Comparison of Investment Objectives, Principal Investment Strategies and
Policies
Each GP Fund and its corresponding WF Fund pursue similar investment
objectives and hold substantially similar securities. As a result, the proposed
Reorganization is not expected to cause significant portfolio turnover or
transaction expenses from the sale of securities that are incompatible with the
investment objective(s) of the WF Fund.
The GP Funds' investment objectives are classified as fundamental,
which means that the Board cannot change them without shareholder approval. The
WF Funds' investment objectives and principal investment strategies are not
classified as fundamental, which means that the Board can change them without
shareholder approval. The WF Funds believe that this approach allows the Board
to better respond to changing market conditions and that it can save the WF
Funds and their shareholders money by eliminating the need to solicit proxies to
obtain shareholder approval. Some of the Wells Fargo Funds, including the WF
Equity Income and WF Small Cap Value Funds, are gateway funds, which means that
they invest substantially all of their assets in another mutual fund that is a
portfolio of Wells Fargo Core Trust with the same investment objective and
substantially similar investment policies. The portfolios of Wells Fargo Core
Trust are not publicly offered or sold to investors and generally are available
only to other mutual funds.
The WF Funds also have fewer and different "fundamental" investment
policies, which can only be changed with shareholder approval and can restrict a
fund's ability to respond to new developments and changing trends. Investment
policies may limit a portfolio manager from investing in a security that is
consistent with the investment objectives and principal investment strategies of
a Fund and otherwise an appropriate investment. The WF Funds' fundamental
investment policies were developed with a view to avoiding restrictions that
unnecessarily hamper a portfolio manager's discretion, and to conforming the
investment polices of each of the WF Funds to the flexibility currently allowed
by federal and state law. Also, the list of "fundamental" policies is consistent
across all Wells Fargo Funds (with limited exceptions), which greatly
facilitates compliance and monitoring activities.
The following charts compare the investment objective(s) and principal
investment strategies of each GP Fund and the corresponding WF Fund. A more
detailed comparison of the Funds' investment objectives, strategies and other
investment policies can be found at Exhibit B. You can find additional
information about a specific Fund's objective(s), principal investment
strategies and investment policies in its prospectus and SAI.
<PAGE>
<TABLE>
<CAPTION>
-------------------------- -------------------------- --------------------------------- -----------------------------------------
<S> <C> <C> <C>
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES
GP EQUITY FUND Seeks total return The Fund, a non-diversified Both Funds seek income and capital
(consisting of current portfolio, pursues its appreciation. Despite apparent
income and capital investment objective through differences in the phrasing of their
appreciation) over the the application of a principal strategies, both Funds have
long-term. "value-oriented" approach. The invested principally in common stock.
Fund's stated principal However, the GP Equity Fund invests in
strategy is to invest primarily foreign securities, whereas the WF
in a portfolio of common and Equity Income Fund generally does not,
preferred stocks of domestic although it reserves the right to do
and foreign issuers, as well as so. Both Funds retain the right to
domestic and foreign securities seek their current income from
convertible into common and dividends on common and preferred stock
preferred stock. Under normal and interest income from convertible
conditions the Fund invests at securities, however, both Funds have
least 65% of its assets in sought their current income primarily
equity securities of medium to in the form of dividends on common
large capitalization domestic stock. The GP Equity Fund is a
and foreign companies. In non-diversified fund, whereas the WF
implementing its Equity Income Fund is a gateway fund
"value-oriented" approach, the investing in a diversified core
Fund has generally invested in portfolio. Last, the GP Fund invests
common stock of foreign and in medium and large cap companies,
domestic issuers. whereas the WF Equity Income Fund
invests primarily in large cap domestic
companies.
-------------------------- -------------------------- --------------------------------- -----------------------------------------
-------------------------- -------------------------- --------------------------------- -----------------------------------------
WF EQUITY INCOME FUND Seeks long-term capital The Fund is a gateway fund that
appreciation and invests substantially all of
above-average dividend its assets in a diversified
income core portfolio with
substantially similar
investment objectives and
polices. The Portfolio invests
primarily in the common stocks
of large, high quality domestic
companies with above-average
return potential and
above-average dividend income.
-------------------------- -------------------------- --------------------------------- -----------------------------------------
<PAGE>
-------------------------- -------------------------- --------------------------------- ------------------------------------------
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES
-------------------------- -------------------------- --------------------------------- ------------------------------------------
-------------------------- -------------------------- --------------------------------- ------------------------------------------
GP INTERMEDIATE BOND FUND Seeks total return The Fund invests primarily in a Both Funds seek current income. The GP
(consisting of current diversified portfolio of Intermediate Bond Fund also seeks
income and capital investment grade capital appreciation as an investment
appreciation). intermediate-term bonds and objective, whereas the WF Fund seeks
notes with an average total return. Despite the slightly
dollar-weighted maturity of different wording of their objectives,
three to ten years. the GP Intermediate Bond Fund and the WF
Income Fund invest in similar
securities, although the GP Intermediate
Bond Fund reserves the right to invest
in a larger percentage of non-investment
grade securities.
-------------------------- -------------------------- --------------------------------- ------------------------------------------
-------------------------- -------------------------- --------------------------------- ------------------------------------------
WF INCOME FUND Seeks current income and The Fund invests in a broad
total return. spectrum of U.S. issues,
including U.S. Government
obligations, mortgage- and
other asset-backed securities,
and the debt securities of
financial institutions,
corporations and others. The
Fund targets average portfolio
duration in a range based
around the average portfolio
duration of the mutual funds
included in the Lipper
Corporate A-Rated Debt Average
(which is currently about 5-6
years but is expected to change
frequently).
-------------------------- -------------------------- --------------------------------- ------------------------------------------
-------------------------- -------------------------- --------------------------------- ---------------------------------
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY DIFFERENCES
-------------------------- -------------------------- --------------------------------- ---------------------------------
-------------------------- -------------------------- --------------------------------- ---------------------------------
GP PREMIER FUND Seeks total return The Fund invests primarily in a The GP Premier Fund includes
(consisting of current non-diversified portfolio of current income as one of its
income and capital common and preferred stock of objectives. In contrast,
appreciation) over the domestic and foreign issuers capital appreciation is the WF
long-term. whose market capitalization at Small Cap Value Fund's only
the time of investment are investment objective. Despite
under $2 billion. this difference, both Funds
employ a "value strategy" and
invest in similar securities,
namely small cap stocks,
although the capitalization
ranges for the two Funds vary.
The GP Premier Fund invests in
foreign securities, whereas the
WF Small Cap Value Fund
generally does not. The GP
Premier Fund is a
non-diversified fund, whereas
the WF Small Cap Value Fund is
a gateway fund investing in a
diversified core portfolio.
-------------------------- -------------------------- --------------------------------- ---------------------------------
-------------------------- -------------------------- --------------------------------- ---------------------------------
WF SMALL CAP VALUE FUND Seeks long term capital The Fund is a gateway fund that
appreciation. invests substantially all of
its assets in a diversified
core portfolio with
substantially similar
investment objectives and
strategies. The Portfolio
normally invests all of its
assets in securities of
companies with market
capitalizations that reflect
the market capitalization of
companies included in the
Russell 2000 Index (which as of
May 31, ranged from
approximately $10 million to
approximately $13 billion, and
is expected to change
frequently).
-------------------------- -------------------------- --------------------------------- ---------------------------------
-------------------------- -------------------------- --------------------------------- ---------------------------------
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY DIFFERENCES
-------------------------- -------------------------- --------------------------------- ---------------------------------
-------------------------- -------------------------- --------------------------------- ---------------------------------
GP TAX-FREE BOND FUND Seeks current income The Fund invests principally in The major difference is that
that is exempt from a non-diversified portfolio of the WF Nebraska Tax-Free Fund
federal regular income municipal debt obligations, the will have as a primary
tax. The Fund also income of which is exempt from objective to seek income exempt
seeks current income federal income tax. At least from Nebraska income tax,
that is exempt from the 80% of the Fund's net assets whereas the GP Tax-Free Bond
regular income taxes are invested in securities the Fund pursues this as a
imposed by the State of income of which is exempt from secondary objective. The GP
Nebraska. federal personal income tax. Tax-Free Bond Fund has invested
The Fund has invested principally in Nebraska
principally in Nebraska municipal securities, although
municipal securities. it did not have a specific
investment policy mandating
this restriction. The WF
Nebraska Tax-Free Fund will be
bound to invest at least 65% of
its assets in Nebraska
municipal securities, although
it will have more flexibility
with respect to the average
maturities of the municipal
securities it will hold.
-------------------------- -------------------------- --------------------------------- ---------------------------------
-------------------------- -------------------------- --------------------------------- ---------------------------------
WF NEBRASKA TAX-FREE FUND Seeks current income The Fund invests principally in
exempt from federal a non-diversified portfolio of
income tax and Nebraska investment grade Nebraska
personal income tax. municipal securities.
-------------------------- -------------------------- --------------------------------- ---------------------------------
-------------------------- -------------------------- --------------------------------- ---------------------------------
</TABLE>
Common and Specific Risk Considerations
Because of the similarities in investment objectives and policies, the
GP Funds and the WF Funds are subject to substantially similar investment risks.
The following discussion describes the principal risks that may affect the
Funds' portfolios as a whole, and compares the principal risks associated with
the GP Fund and its corresponding WF Fund. You will find additional descriptions
of specific risks for each Fund below and in the prospectus for the particular
GP Fund or WF Fund.
Equity Securities. All of the Funds that invest in equity securities
are subject to equity market risk. This is the risk that stock prices will
fluctuate and can decline and reduce the value of a Fund's portfolio. Certain
types of stock and certain individual stocks selected for a Fund's portfolio may
underperform or decline in value more than the overall market. Currently, the
equity markets, as measured by the S&P 500 Index and other commonly used
indexes, are trading at or close to record levels. There can be no guarantee
that these levels will continue. The Funds that invest in smaller companies, in
foreign companies (including investments made through ADR's and similar
instruments), and in emerging markets are subject to additional risks, including
less liquidity and greater price volatility. A Fund's investments in foreign
companies and emerging markets are also subject to special risks associated with
international investing, including currency, political, regulatory and
diplomatic risks.
Debt Securities. All of the Funds that invest in debt securities, such
as notes and bonds, are subject to credit risk and interest rate risk. Credit
risk is the possibility that an issuer of an instrument will be unable to make
interest payments or repay principal when due. Changes in the financial strength
of an issuer or changes in the credit rating of a security may affect its value.
Interest rate risk is the risk that interest rates may increase, which will
reduce the resale value of securities in a Fund's portfolio investments,
including U.S. Government obligations. Debt securities with longer maturities
are generally more sensitive to interest rate changes than those with shorter
maturities. Changes in market interest rates do not affect the rate payable on
debt securities held in a Fund, unless the securities have adjustable or
variable rate features, which can reduce the effect of interest rate changes on
the value of those securities. Changes in market interest rates may also extend
or shorten the duration of certain types of instruments, such as asset-backed
securities, and affect their value and the return on your investment.
GP Equity Fund/WF Equity Income Fund
The principal risks associated with investing in the GP Equity Fund and
the WF Equity Income Fund are the risks associated with investments in equity
securities as described above. There are a few differences. Because the GP
Equity Fund invests in foreign securities, it has additional risks associated
with investments in foreign securities, including fluctuating currency rates and
risk emanating from political and economic developments in the issuer's country.
The WF Equity Income Fund reserves the right to invest in foreign securities,
but as of March 31, 2000 held no foreign securities. Also, because the GP Equity
Fund is a non-diversified fund that invests a higher percentage of assets among
fewer issuers, it is subject to increased risk because of the impact (positive
or negative) that any one issuer may have on the Fund's holdings. The WF Equity
Income Fund, as a fund investing in a diversified core portfolio, does not have
the additional risks associated with a non-diversified fund.
GP Intermediate Bond Fund/WF Income Fund
The principal risks of investing in the GP Intermediate Bond Fund and
the WF Income Fund are the risks associated with investing in debt securities as
described above. Both Funds invest in similar securities and have similar risks.
If the GP Intermediate Bond Fund ever exercised its right to invest up to 35% of
its assets in non-investment grade bonds, it would be subject to greater risk
that an issuer may default on a non-investment grade bond than the WF Income
Fund, which may only invest up to 20% of its assets in such instruments.
GP Premier Fund/WF Small Cap Value Fund
The principal risks of investing in the GP Premier Fund and the WF
Small Cap Value Fund are the risks associated with equity securities described
above. Stocks of smaller companies may be more volatile and less liquid than
larger company stocks. Many of these companies have short operating histories
and could have aggressive capital structures. Because both Funds invest in
securities of smaller companies, they are both subject to these risks. The GP
Premier Fund also is subject to risks associated with investing in foreign
securities. The WF Small Cap Value Fund may invest in certain foreign securities
but as of March 31, 2000 held no foreign securities. In addition, the GP Premier
Fund, as a non-diversified portfolio, is subject to increased risk because of
the impact (positive or negative) that any one issuer may have on the Fund's
holdings. The WF Small Cap Value Fund, as a fund investing in a diversified core
portfolio, does not have the additional risks associated with a non-diversified
fund. Finally, because the capitalization range for the companies in which the
WF Small Cap Value Fund invests is higher than that of the GP Premier Fund,
these larger small cap companies could be more stable that the smaller small cap
companies in which the GP Premier Fund invests.
GP Tax-Free Bond Fund/WF Nebraska Tax-Free Fund
The principal risks associated with the GP Tax-Free Bond Find and the
WF Nebraska Tax-Free Fund are the risks associated with debt securities
described above. In addition, because both Funds invest in obligations of
Nebraska issuers, both Funds are subject to risks associated with the economic
condition of the state of Nebraska, which could affect Nebraska municipal
securities.
Comparison of Shareholder Services and Procedures
The GP Funds and WF Funds have similar shareholder services and
procedures. The WF Funds, however, have a larger variety of share classes
available to investors. The GP Funds offer one retail class with a front end
load or sales charge. This front end load is waived for certain investors,
including trust clients of affiliates of First Commerce Bancshares, Inc. All GP
Fund shareholders will receive Institutional Shares of the corresponding WF
Fund. The WF Funds do not charge a sales load on Institutional Shares. All
former GP shareholders will be permitted to make additional investments in
Institutional Shares of any Fund in the Wells Fargo Fund family that offers
institutional shares whether or not they would otherwise be eligible. Therefore,
a retail shareholder who currently pays a sales charge will not need to pay any
sales charge after the merger. The Reorganizatio will not trigger any sales
charges for shareholders.
The GP Funds have adopted a distribution plan and shareholder servicing
plan, but currently the distributor voluntarily waives fees payable under those
plans. The WF Funds do not charge a distribution fee on Institutional Classes.
The Institutional Shares of most of the funds of the Wells Fargo Fund family are
not charged shareholder servicing fees. Some of the Wells Fargo Funds, including
the WF Small Cap Value Fund, charge a 0.10% shareholder servicing fee on
Institutional Shares.
The GP Funds and WF Funds have substantially similar policies with
respect to redemption procedures and the pricing of fund shares. The GP Funds
permit shareholders to exchange shares of one GP Fund for another without
imposing a sales charge on the exchange. The WF Funds generally permit exchanges
between like share classes of all Wells Fargo Funds. Thus, former GP
shareholders would be permitted to exchange Institutional Shares of one WF Fund
for Institutional Shares of another Wells Fargo Fund without incurring a sales
charge. For both the GP Funds and the WF Funds, an exchange of fund shares is a
taxable transaction for federal income tax purposes. Both the GP Funds and the
WF Funds permit systematic withdrawals from their respective funds. If you have
a systematic withdrawal plan in effect for your GP Fund holdings, it will
automatically be carried over to the WF Funds.
Both the GP Funds and the WF Funds distribute capital gains, if any, to
shareholders at least annually. The GP Funds and WF Funds that invest primarily
in equity securities declare and pay distributions of net investment income on a
different frequency. The chart below summarizes when distributions are declared
and paid for each of the GP Funds and the WF Funds.
<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C>
Name of Fund Frequency Declared Frequency Paid
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
GP Equity Fund monthly monthly
WF Equity Income Fund quarterly quarterly
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
GP Intermediate Bond Fund daily monthly
WF Income Fund daily monthly
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
GP Premier Fund monthly monthly
WF Small Cap Value Fund annually annually
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
GP Tax-Free Bond Fund daily monthly
WF Nebraska Tax-Free Fund daily monthly
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>
Both the GP Funds and the WF Funds offer a choice between automatically
reinvesting dividends in additional shares or receiving the distribution by
check.
The GP Funds' prospectus and the WF Funds prospectuses and SAIs contain
more detailed discussions of shareholder services and procedures.
Comparison of Investment Advisors and Investment Advisory Fees
Wells Fargo serves directly as investment advisor for the WF Income
Fund and the WF Nebraska Tax-Free Fund. Because the WF Equity Income Fund and
the WF Small Cap Value Fund are gateway funds that invest substantially all of
their assets in a core portfolio of Wells Fargo Core Trust, Wells Fargo does not
provide investment advisory services to these two Funds directly. Wells Fargo,
however, serves as the investment advisor to the core portfolios in which these
two WF Funds invest. Thus, Wells Fargo serves as investment advisor to each of
the WF Funds either directly or indirectly. Wells Fargo provides portfolio
management and fundamental security analysis for the Funds. Wells Fargo is
located at 525 Market St., San Francisco, CA 94105. Wells Fargo, 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 is a wholly-owned subsidiary of Wells
Fargo & Company, a national bank holding company. As of March 31, 2000, Wells
Fargo and its affiliates provided advisory services for over $129 billion in
assets. FCI, a wholly-owned subsidiary of First Commerce Bancshares, Inc., is
currently the investment advisor to each of the GP Funds.
The following chart highlights the annual rate of investment advisory fees paid
by each GP Fund and WF Fund as a percentage of average net assets.
<TABLE>
<CAPTION>
----------------------------------------------------------------------- ---------------------------------
<S> <C> <C>
Fund Advisory Fee (Contractual)
----------------------------------------------------------------------- ---------------------------------
GP Equity Fund 0.75%
WF Equity Income Fund 0.75%
----------------------------------------------------------------------- ---------------------------------
GP Intermediate Bond Fund 0.50%
WF Income Fund 0.50%
----------------------------------------------------------------------- ---------------------------------
GP Premier Fund 1.00%
WF Small Cap Value Fund 0.90%
----------------------------------------------------------------------- ---------------------------------
GP Tax-Free Bond Fund 0.50%
WF Nebraska Tax-Free Fund 0.50%
----------------------------------------------------------------------- ---------------------------------
</TABLE>
Wells Capital Management Incorporated, or WCM, a wholly owned
subsidiary of Wells Fargo, is the sub-advisor for each of the WF Funds, except
the WF Small Cap Value Fund. Because the WF Equity Income Fund is a gateway
fund, WCM provides its sub-advisory services to that Fund indirectly by
providing sub-advisory services to the core portfolio in which the WF Equity
Income Fund invests. In that capacity, it is responsible for the day-to-day
investment management activities of each of the WF Funds except the WF Small Cap
Value Fund. As of March 31, 2000, WCM provided advisory services for over $71
billion in assets.
Because the WF Small Cap Value Fund is a gateway fund that invests
substantially all of its assets in the Small Cap Value Portfolio of Wells Fargo
Core Trust, it does not have an active sub-advisory arrangement. Smith Asset
Management, L.P. serves as the sub-advisor to the core portfolio in which the
Fund invests, and thus serves indirectly as the sub-advisor to the WF Small Cap
Value Fund. Wells Fargo owns 20% of Smith Asset Management, L.P. As of March 31,
2000, Smith Asset Management, L.P. provided advisory services for over $1
billion in assets.
Comparison of Other Principal Service Providers
The following is a list of principal service providers for the GP Funds
and WF Funds:
<TABLE>
<CAPTION>
------------------------------------ ---------------------------------------------------------------------
Service Providers
------------------------------------ ---------------------------------------------------------------------
------------------------------------ -------------------------------------- ------------------------------
<S> <C> <C>
Service GP Funds WF Funds
------------------------------------ -------------------------------------- ------------------------------
------------------------------------ -------------------------------------- ------------------------------
Investment Advisor First Commerce Investors, Inc. Wells Fargo, N.A.
------------------------------------ -------------------------------------- ------------------------------
------------------------------------ -------------------------------------- ------------------------------
Sub-advisor N/A WCM and Smith
------------------------------------ -------------------------------------- ------------------------------
------------------------------------ -------------------------------------- ------------------------------
Distributor Edgewood Services Inc. Stephens Inc.
111 Center Street
Little Rock, AR 72201
------------------------------------ -------------------------------------- ------------------------------
------------------------------------ -------------------------------------- ------------------------------
Administrator Federated Services Company Wells Fargo
525 Market Street
San Francisco, CA 94120
------------------------------------ -------------------------------------- ------------------------------
------------------------------------ -------------------------------------- ------------------------------
Custodian National Bank of Commerce, Lincoln, Wells Fargo Bank Minnesota,
Nebraska N.A.
------------------------------------ -------------------------------------- ------------------------------
------------------------------------ -------------------------------------- ------------------------------
Fund Accountant Federated Services Company Forum Accounting Services,
LLC
------------------------------------ -------------------------------------- ------------------------------
------------------------------------ -------------------------------------- ------------------------------
Transfer Agent and Dividend Federated Shareholder Services Boston Financial Data
Disbursing Agent Company Services, Inc.
------------------------------------ -------------------------------------- ------------------------------
------------------------------------ -------------------------------------- ------------------------------
Independent Auditors Deloitte & Touche LLP KPMG LLP
------------------------------------ -------------------------------------- ------------------------------
------------------------------------ -------------------------------------- ------------------------------
Legal Counsel Bell, Boyd & Lloyd LLC Morrison & Foerster LLP
------------------------------------ -------------------------------------- ------------------------------
</TABLE>
Comparison of Business Structures
Federal securities laws largely govern the way mutual funds operate,
but they do not cover every aspect of a fund's existence and operation. State
law and each fund's governing documents can create additional operating rules
and restrictions that funds must follow. The GP Funds are organized as series of
a Massachusetts business trust, whereas the WF Funds are series of a Delaware
business trust. This change will not significantly affect the operation of your
Fund or change the responsibilities, powers or the fiduciary duty of the WF
Funds' Board of Trustees.
Under Delaware and Massachusetts law, shareholders have the right to
vote on matters as specified in the Trust Instrument or Declaration of Trust.
The Wells Fargo Funds' Declaration of Trust requires shareholder approval of any
matter only if required under the federal securities laws or if the Board
decides to submit the matter to shareholders. Accordingly, WF Fund shareholders
have more limited voting rights than the shareholders of the GP Funds. In this
regard, the Great Plains Funds' Trust Instrument permits shareholders to vote on
amendments to the Trust Instrument that would adversely affect the shareholders'
rights. The Wells Fargo Funds' Declaration of Trust permits the Board of
Trustees to amend it without shareholder approval unless the federal securities
laws expressly require it. Similarly, the Great Plains Funds' Trust Instrument
gives shareholders the express right to vote on certain reorganizations. WF Fund
shareholders have the right to vote for reorganizations only if required under
the federal securities laws.
Terms of the Reorganization
At the effective time of the Reorganization, each WF Fund will acquire
all of the assets, and assume all of the liabilities, of the corresponding GP
Fund shown in the table below in exchange for Institutional Class Shares of the
WF Fund.
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------- ----------------------------------------------------------------
GP FUNDS WF FUNDS
---------------------------------------- ----------------------------------------------------------------
<S> <C> <C>
---------------------------------------- ----------------------------------------------------------------
Equity Fund Equity Income Fund
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
Intermediate Bond Fund Income Fund
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
Premier Fund Small Cap Value Fund
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
Tax-Free Bond Fund Nebraska Tax-Free Fund
---------------------------------------- ----------------------------------------------------------------
</TABLE>
Each WF Fund will issue the number of full and fractional shares
determined by dividing the net value of all the assets of each respective GP
Fund by the net asset value of one share of the WF Fund. The Agreement and Plan
of Reorganization, copies of which are available upon request, provides the time
for and method of determining the net value of the GP Funds' assets and the net
asset value of a share of the WF Funds. To determine the valuation of the assets
transferred by each GP Fund and the number of shares of each WF Fund to be
transferred, the parties will use the standard valuation methods used by the WF
Funds in determining daily net asset values, which do not differ materially from
the standard methods used by the GP Funds. The valuation will occur on the
closing date of the Reorganization, which is expected to be on or about
September 8, 2000, and will be done at the time of day the GP Funds and WF Funds
ordinarily calculate their net asset value.
Each GP Fund will distribute the WF Fund shares received in the
Reorganization to its shareholders in liquidation of the GP Fund. Specifically,
shareholders of record of the GP Fund will be credited with shares of the
corresponding WF Fund having a value equal to the GP Fund shares that the
shareholders hold of record at the effective time of the Reorganization. At that
time, the GP Fund will redeem and cancel its outstanding shares and will wind-up
its affairs and terminate as soon as is reasonably practicable after the
Reorganization.
The parties may terminate the Reorganization plan by mutual consent and
each party has the right to terminate the Reorganization plan under certain
circumstances. In addition, either party may at any time terminate the
Reorganization plan unilaterally upon a determination by its Board that
proceeding with the Reorganization is not in the best interest of its
shareholders. Completion of the Reorganization is subject to numerous conditions
set forth in the Reorganization plan. An important condition to closing is that
the GP Funds and WF Funds receive a tax opinion to the effect that the
Reorganization will not be a taxable transaction for federal income tax purposes
for the GP Funds, the WF Funds or the GP Funds' shareholders. Other material
conditions include the receipt of legal opinions regarding the GP Funds, the WF
Funds and the Reorganization. Last, the closing is conditioned upon both the GP
Funds and WF Funds receiving the necessary documents to transfer the assets and
liabilities of each GP Fund to its corresponding WF Fund, and to transfer the WF
Fund shares back to its corresponding GP Fund in exchange for the assets
received.
Board Consideration of the Reorganization
At a meeting on May 9, 2000, the Trustees of Great Plains Funds
unanimously approved the Reorganization plan and determined that the
reorganization of the GP Funds into the WF Funds would be in the best interests
of each Fund and its shareholders. The Trustees further determined that the
interests of existing shareholders of each Fund would not be diluted upon the
Reorganization. Consequently, the Trustees recommend approval of the
Reorganization for the following reasons:
o GREATER PRODUCT ARRAY AND ENHANCED RANGE OF INVESTMENT OPTIONS
Investors in the Wells Fargo Fund family will enjoy a wide array of
investment options and strategies. At the closing of the Reorganization, the
Wells Fargo Fund family will consist of more than 60 mutual funds, including 20
different equity funds, 12 Asset Allocation Funds, 11 Tax-Free Funds (including
the new Nebraska Tax-Free Fund), 8 Income Funds and 14 Money Market Funds.
Currently, Great Plains Funds has 5 funds, of which 3 are equity funds, 1 is a
tax-free fund and 1 is an income fund. (There are only 4 reorganizing GP Funds,
because the GP Equity Fund, which owned substantially all of the shares of the
GP International Equity Fund, redeemed its shares in the GP International Equity
Fund. The GP International Equity Fund will be liquidated before the
Reorganization).
This broader range of investment options will permit an investor in the
Wells Fargo Funds family to diversify his or her investments and to participate
in investment styles currently prevalent in the market. Shareholders are free,
with a few exceptions, to make exchanges between Wells Fargo Funds. The Wells
Fargo Funds family also employs seven different sub-advisors to provide
specialized expertise with respect to certain investment styles and market
segments, including international, index, small cap and large cap styles, and a
new sub-advisor to provide expertise with respect to domestic and foreign
technology companies. Thus, if the Reorganization is approved, you will have
increased investment options and greater flexibility to change investments.
o TAX-FREE CONVERSION OF GP FUND SHARES
If you were to redeem your investment in the GP Funds to invest in the
WF Funds or another investment product, you would recognize gain or loss for
federal income tax purposes upon the redemption of the shares. By contrast, it
is expected that the proposed Reorganization of the GP Funds will result in your
investment being transferred to the corresponding WF Fund without recognition of
gain or loss for federal income tax purposes. After the Reorganization, you will
have the same basis and holding period for your WF Funds shares as you had for
your GP Fund shares for federal income tax purposes. As a shareholder of an
open-end fund, you will continue to have the right to redeem any or all of your
shares at NAV at any time. At that time, you generally would recognize a gain or
loss for federal income tax purposes.
o MARKET PRESENCE
The Reorganization has the potential for greater investment leverage
and market presence for the former shareholders of the GP Funds. As of March 31,
2000, the WF Fund family had approximately $61 billion in assets, and was the
27th largest mutual fund family in the United States. Fund investment
opportunities for a mutual fund or a fund family tend to increase as fund or
fund family assets increase by giving fund portfolio managers broader investment
opportunities and lower trading costs.
o IMPROVED OPERATING EFFICIENCIES
The WF Funds have the potential to operate more efficiently than the GP
Funds by, among other things, having a larger group of funds with greater
assets, thereby reducing certain fixed costs as a percentage of fund assets,
such as legal, compliance and the board of trustee expenses.
o COMPATIBLE OBJECTIVES AND INVESTMENT STRATEGIES
As discussed in the section entitled "Comparison of Investment
Objectives, Principal Investment Strategies and Policies," although the phrasing
of the investment objective(s) differ slightly, each WF Fund and GP Fund have
compatible investment objectives and strategies. As a result, the proposed
Reorganization is not expected to cause significant portfolio turnover or
transaction expenses from the sale of securities that are incompatible with the
investment objective(s) of the WF Fund.
o EXPENSES OF THE REORGANIZATION
Well Fargo has agreed to pay all of the expenses of the Reorganization
so shareholders of the GP Funds and WF Funds will not bear these costs.
Performance
The following table shows the average annual total returns of the
merging GP Funds and WF Funds for 1, 5 and 10 years (or, less, since inception).
For more information regarding the total returns of each of the Funds, see the
"Financial Highlights" in the WF Funds' Prospectuses accompanying this statement
or your GP Fund prospectus. Of course, past performance does not predict future
results.
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------- -------------- ------------ ------------ ---------------
<S> <C> <C> <C> <C>
Average Annual Total Returns as of 1 Year 5 Years 10 Years Since
December 31, 1999 Inception
------------------------------------------------- -------------- ------------ ------------ ---------------
------------------------------------------------- -------------- ------------ ------------ ---------------
GP Equity Fund* (1.09) 18.73% 12.25%
WF Equity Income Fund (11/11/94) 8.28% 22.15% N/A 15.47**
------------------------------------------------- -------------- ------------ ------------ ---------------
<PAGE>
------------------------------------------------- -------------- ------------ ------------ ---------------
GP Intermediate Bond Fund* (1.89%) 7.11% 6.89%
WF Income Fund (8/2/93) (3.91%) 6.67% N/A 6.94%**
------------------------------------------------- -------------- ------------ ------------ ---------------
GP Premier Fund* 3.34% 15.47% 11.07%
WF Small Cap Value Fund (10/15/97) 10.59% N/A N/A (1.73%)**
------------------------------------------------- -------------- ------------ ------------ ---------------
------------------------------------------------- -------------- ------------ ------------ ---------------
</TABLE>
*The total returns displayed for the Fund do not reflect the payment of
any sales charges or recurring shareholder account fees. If these charges or
fees had been included, the returns would have been lower. The quoted
performance data includes the performance of a common trust fund advised by FCI
for the period before the date that the Fund commenced operations (9/26/97), as
adjusted to reflect the fees and expenses of the Fund. The common trust fund was
not registered under the Investment Company Act of 1940 (the "1940 Act"), and
therefore was not subject to certain investment restrictions that are imposed by
the 1940 Act. If the common trust fund had been registered under the 1940 Act,
the performance may have been different.
**The performance history is from inception date, which is next to the
fund's name, because the fund is not old enough to have a 5 year and/or 10 year
history.
<PAGE>
Material Federal Income Tax Consequences and Federal Tax Opinions
The following discussion summarizes the material federal income tax
consequences of the Reorganization that are applicable to GP Fund shareholders.
It is based on the Internal Revenue Code, applicable Treasury Regulations,
judicial authority, and administrative rulings and practice, all as of the date
of this proxy statement/prospectus and all of which are subject to change,
including changes with retroactive effect. The discussion below does not address
any state, local or foreign tax consequences of the Reorganization. A GP Fund
shareholder's tax treatment may vary depending upon his or her particular
situation. A GP Fund shareholder also may be subject to special rules not
discussed below if it is a certain kind of shareholder, including, but not
limited to: an insurance company; a tax-exempt organization; a financial
institution or broker-dealer; a person who is neither a citizen nor resident of
the United States or entity that is not organized under the laws of the United
States or political subdivision thereof; a holder of GP Fund shares as part of a
hedge, straddle or conversion transaction; or a person that does not hold GP
Fund shares as a capital asset at the time of the Reorganization.
Neither the GP Funds nor the WF Funds has requested or will request an
advance ruling from the Internal Revenue Service (the "IRS") as to the federal
income tax consequences of the Reorganization or any related transaction. The
IRS may adopt positions contrary to that discussed below and such positions
could be sustained. A GP Fund shareholder is urged to consult with its own tax
advisors and financial planners as to the particular tax consequences of the
merger to the GP Fund shareholder, including the applicability and effect of any
state, local or foreign laws, and the effect of possible changes in applicable
tax laws.
The obligation of the GP Funds and the WF Funds to consummate each
reorganization is conditioned upon the receipt of an opinion of Bell, Boyd &
Lloyd LLC reasonably acceptable to the GP Funds and the WF Funds substantially
to the effect that, on the basis of the representations set forth or referred to
in the opinion, each reorganization will be treated for federal income tax
purposes as a tax-free reorganization under Section 368(a) of the Internal
Revenue Code and that a GP Fund and corresponding WF Fund will each be a party
to a reorganization within the meaning of Section 368(b) of the Internal Revenue
Code. Provided that each reorganization so qualifies and a GP Fund and the
corresponding WF Fund are so treated:
o Neither a GP Fund nor the corresponding WF Fund will recognize any
gain or loss as a result of the Reorganization.
o A GP Fund shareholder will not recognize any gain or loss as a result
of the receipt of WF Fund shares in exchange for such shareholder's WF
Fund shares pursuant to the Reorganization.
o A GP Fund shareholder's aggregate tax basis in WF Fund shares received
pursuant to the Reorganization will equal such shareholder's aggregate
tax basis in GP Fund shares held immediately before the
Reorganization.
o A GP Fund shareholder's holding period for the WF Fund shares received
pursuant to the Reorganization will include the period during which
the GP Fund shares have been held.
The tax opinion of Bell, Boyd & Lloyd LLC described above is based upon
facts, representations and assumptions to be set forth or referred to in the
opinion and the continued accuracy and completeness of representations made by
Great Plains Funds, on behalf of the GP Funds, and Wells Fargo Funds, on behalf
of the WF Funds, including representations in certificates to be delivered to
Bell, Boyd & Lloyd LLC by the management of each of Great Plains Funds and Wells
Fargo Funds, which if incorrect in any material respect would jeopardize the
conclusions reached by Bell, Boyd & Lloyd LLC in the opinion.
Regardless of whether the acquisition of the assets and liabilities of
a GP Fund by a corresponding WF Fund qualifies as a tax-free reorganization as
described above, the sale of securities by a GP Fund prior to the
Reorganization, whether in the ordinary course of business or in anticipation of
the Reorganization, could result in a taxable distribution to the GP Fund's
shareholders.
Since its formation, each of the GP Funds and the WF Funds believes it
has qualified as a separate "regulated investment company" under the Internal
Revenue Code. Accordingly, each of Fund believes it has been, and expects to
continue to be, relieved of federal income tax liability to the extent it makes
distributions of its taxable income and gains to its shareholders.
Fees and Expenses of the Reorganization
All fees and expenses, including accounting expenses, legal expenses,
proxy expenses, portfolio transfer taxes (if any) or other similar expenses
incurred in connection with the completion of the Reorganization will be paid by
Wells Fargo.
PROPOSAL 2: APPROVAL OF INTERIM ADVISORY AGREEMENT
Summary
At the meeting, shareholders also will be asked to consider and vote on
an Interim Advisory Agreement between FCI and each GP Fund covering the period
from June 16, 2000 to the closing date of the Reorganization. If the
shareholders of any GP Fund do not approve the Reorganization, the Interim
Advisory Agreement will not terminate with respect to that Fund.
On June 16, 2000, First Commerce Bancshares, Inc., the parent company
of FCI was acquired by Wells Fargo & Company in the Acquisition. Under the
federal securities laws, the Acquisition terminated the existing investment
advisory agreement between FCI and each GP Fund. Generally an advisory agreement
must be approved by a majority of the outstanding shares of a fund (as defined
under the federal securities laws). However, there is a SEC rule that permits a
fund board to approve an interim advisory agreement in anticipation of a
transaction that will terminate an existing advisory agreement, provided that
certain conditions are met. One of the conditions is that all fees must be paid
into an escrow account unless shareholders approve the interim agreement within
150 days of the termination of the previous agreement.
In anticipation of the termination of the advisory agreement between
each GP Fund and FCI, the Board of Trustees approved an Interim Advisory
Agreement between FCI and each GP Fund. The terms of the Interim Advisory
Agreement with each GP Fund are substantially identical to the terms of the
advisory agreement between FCI and the GP Funds that was in effect immediately
before the Acquisition that was dated September 1, 1997 and approved by each GP
Fund's initial shareholder on August 20, 1997. We refer to the advisory
agreement in effect between FCI and each GP Fund as the Prior Advisory
Agreement. The Board of Trustees of Great Plains Funds most recently reapproved
the Prior Advisory Agreement at a meeting on August 6, 1999. The only
differences between the Interim Advisory Agreement and the Prior Advisory
Agreement are those differences mandated by the SEC rule permitting interim
advisory arrangements and the dates in the agreements. The differences between
the agreements relates to the term of the agreements and a provision in the
Interim Advisory Agreement permitting the Board of Trustees or shareholders of a
GP Fund to terminate the interim agreement on ten days' notice. Thus, unless
otherwise specified, a description of the Prior Advisory Agreement also
describes the Interim Advisory Agreement. The material provisions of the Prior
Advisory Agreement are described below in the section entitled "Terms of the
Interim Advisory Agreement and the Prior Advisory Agreement."
At the time of the Reorganization, each WF Fund will have an existing
advisory agreement with Wells Fargo that has been approved by its shareholders.
Thus, each GP Fund needs an Interim Advisory Agreement only from June 16, 2000
through the closing date of the Reorganization. Accordingly, shareholders of
each GP Fund are being asked to approve an Interim Advisory Agreement between
the GP Fund and FCI, the current advisor to each GP Fund.
Terms of the Interim Advisory Agreement and the Prior Advisory Agreement
The Prior Advisory Agreement provided that in exchange for providing
advisory services, FCI was entitled to receive fees based on the average daily
assets of the respective GP Fund. FCI voluntarily waived a portion of its
advisory fee for the GP Equity Fund and the GP Premier Fund. The chart below
details the amount of the advisory fee under the Prior Advisory Agreement.
<TABLE>
<CAPTION>
----------------------------------- ----------------------- -----------------------
<S> <C> <C>
Name of Fund Net Assets under Advisory Fee
Management as of
May 23, 2000
----------------------------------- ----------------------- -----------------------
----------------------------------- ----------------------- -----------------------
GP Equity Fund $162,928,220 0.75%
----------------------------------- ----------------------- -----------------------
----------------------------------- ----------------------- -----------------------
GP Intermediate Bond Fund $115,170,441 0.50%
----------------------------------- ----------------------- -----------------------
----------------------------------- ----------------------- -----------------------
GP Premier Fund $ 23,041,457 1.00%
----------------------------------- ----------------------- -----------------------
----------------------------------- ----------------------- -----------------------
GP Tax-Free Fund $ 63,608,959 0.50%
----------------------------------- ----------------------- -----------------------
</TABLE>
As stated before, under the Interim Advisory Agreement, the contractual
advisory fees are the same as those under the Prior Advisory Agreement and
listed in the chart above. In the past, FCI has voluntarily waived a portion of
its advisory fee for the GP Equity Fund and the GP Premier Fund. During the
interim period, FCI expects to continue the voluntary waiver with respect to the
GP Premier Fund. The waiver for the GP Equity Fund was provided, in part, to
avoid duplicative advisory fees caused by the GP Equity Fund's investment in the
GP International Equity Fund. After the liquidation of the GP International
Equity Fund, FCI does not intend to continue this waiver.
National Bank of Commerce is affiliated with FCI because they were both
under the common control of First Commerce Bancshares, Inc. We refer to National
Bank of Commerce as NBC. NBC also served as the custodian to each of the GP
Funds. The address for First Commerce Bancshares, Inc. is 610 NBC Center,
Lincoln, Nebraska 68508. The GP Funds made payments to NBC for providing custody
services for the last fiscal year in the amounts specified in the chart below.
<TABLE>
<CAPTION>
---------------------------------------------------- ------------------------------
<S> <C>
Name of Fund Aggregate Amount Paid
---------------------------------------------------- ------------------------------
---------------------------------------------------- ------------------------------
GP Equity Fund $31,498
---------------------------------------------------- ------------------------------
---------------------------------------------------- ------------------------------
GP Intermediate Bond Fund $23,700
---------------------------------------------------- ------------------------------
---------------------------------------------------- ------------------------------
GP Premier Fund $19,564
---------------------------------------------------- ------------------------------
---------------------------------------------------- ------------------------------
GP Tax-Free Bond Fund $18,805
---------------------------------------------------- ------------------------------
</TABLE>
Other than the payments referenced above, the GP Funds did not make any other
payments to FCI or any other entity affiliated with FCI.
One officer of the GP Funds is the Chairman of the Board of Directors
and the principal executive officer of FCI. Two other officers of the GP Funds
also serve as officers of FCI. Their names and addresses are included in Exhibit
C. Other than these individuals, no other Officer or Trustee of the GP Funds has
any material interest in FCI or any affiliated entity, or in any material
transaction in which FCI or one of its affiliates is a party.
For more information on FCI, including its officers and directors and
significant shareholders, see Exhibit C.
Approval by the Board of Trustees of Great Plains Funds
As described above, the Prior Advisory Agreement between FCI and the GP
Funds terminated on June 16, 2000. In anticipation of that termination, and to
ensure continuity of the advisory services provided to the GP Funds, on May 9,
2000 the Great Plains Funds Board of Trustees approved the Interim Advisory
Agreement between FCI and each GP Fund.
In considering whether to approve the Interim Advisory Agreement and
whether to submit the agreement to shareholders for approval, the GP Board of
Trustees considered the following factors: (1) FCI's representations that it
would provide investment advisory and other services to the GP Funds of a scope
and quality at least equal to the scope and quality of services provided under
the Prior Advisory Agreement; (2) the substantially identical terms and
conditions contained in the Interim Advisory Agreement as compared to the Prior
Advisory Agreement; and (3) the assurances provided to the Board of Trustees of
the Great Plains Funds that the GP Funds would receive during the interim period
the same investment advisory services, provided in the same manner, as they
received under the Prior Advisory Agreement.
Information on Voting
This proxy statement/prospectus is being provided in connection with
the solicitation of proxies by the Board of Trustees of Great Plains Funds to
solicit your vote for the two proposals at a meeting of shareholders. The
meeting will be held at the 610 NBC Center, 1248 O Street, Lincoln, Nebraska on
August 23, 2000 at 11:00 a.m. (Central Time). You may revoke a proxy once it is
given. If you desire to revoke a proxy, you must submit to the appropriate GP
Fund a later dated proxy or a written notice of revocation, or otherwise give
written notice of revocation in person at the Meeting. All properly executed
proxies received in time for the Meeting will be voted as specified in the
proxy, or, if no specification is made, FOR each of the two proposals.
Only shareholders of record on June 26, 2000 are entitled to notice of
and to vote at the Meeting. Each share held as of the close of business on June
26, 2000 is entitled to one vote. For each GP Fund, the presence in person or by
proxy of one-third of the shares of the Fund entitled to vote is required to
constitute a quorum at the meeting for the transaction of all business except a
vote on the Interim Advisory Agreement, which requires the presence of one-half
of the shares entitled to vote. Approval of the Reorganization by any GP Fund
requires the affirmative vote of a majority of the shares voting on the
proposal. Approval of the Interim Advisory Agreement by any Fund requires the
affirmative vote of the lesser of (i) 67% or more of the shares present at the
meeting, provided that at least 50% of the outstanding shares are present at the
meeting or represented by proxy, or (ii) more than 50% of the shares of the Fund
entitled to vote.
The election inspectors will count your vote at the Meeting if cast by
proxy or in person. The election inspectors will count:
* votes cast "for" approval of a proposal to determine whether sufficient
affirmative votes have been cast;
* abstentions and broker non-votes of shares (in addition to votes cast "for")
to determine whether a quorum is present at the Meeting, but not abstentions or
broker non-votes to determine whether a proposal has been approved.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker lacks discretionary
voting authority.
The Great Plains Funds Trustees know of no matters other than those
described in this proxy statement/prospectus that will be brought before the
meeting. If, however, any other matters properly come before the meeting, it is
the Trustees' intention that proxies will be voted on such matters based on the
judgment of the persons named in the enclosed form of proxy.
In addition to the solicitation of proxies by mail or expedited
delivery service, the Board of Trustees of Great Plains Funds, and employees and
agents of Wells Fargo & Company and First Commerce Bancshares, Inc. and their
affiliates may solicit proxies by telephone. Wells Fargo will reimburse upon
request persons holding shares as nominees for their reasonable expenses in
sending soliciting material to their principals.
Existing and Pro Forma Capitalization
The following table sets forth as of the date specified in the chart
below, (i) the capitalization of the GP Funds and (ii) the pro forma
capitalization of the remaining WF Funds as adjusted, giving effect to the
proposed acquisition of assets at net asset value. The GP Tax-Free Bond Fund is
not included in the chart below because it is involved in a Shell
Reorganization.
<TABLE>
<CAPTION>
------------------------------------------ ------------------------------- --------------------- ---------------------
<S> <C> <C> <C>
GP Funds into WF Funds Total Net Assets Shares Outstanding Net Asset Value Per
Share
------------------------------------------ ------------------------------- --------------------- ---------------------
------------------------------------------ ------------------------------- --------------------- ---------------------
GP Intermediate Bond Fund $ 127,073,883 13,019,865 $ 9.76
Pro Forma WF Income Fund (Institutional
Shares) $ 557,729,802 61,174,730 $ 9.12
(as of 11/30/99)
------------------------------------------ ------------------------------- --------------------- ---------------------
------------------------------------------ ------------------------------- --------------------- ---------------------
GP Premier Fund $ 24,355,058 2,455,287 $ 9.96
Pro Forma Small Cap Value Fund
(Institutional Shares) $ 42,310,843 4,195,509 $ 10.08
(as of 3/31/00)
------------------------------------------ ------------------------------- --------------------- ---------------------
------------------------------------------ ------------------------------- --------------------- ---------------------
GP Equity Fund $ 171,394,109 16,032,291 $ 10.69
Pro Forma WF Equity Income Fund
(Institutional Shares) $1,540,101,109 35,859,678 $ 42.95
(as of 3/31/00)
------------------------------------------ ------------------------------- --------------------- ---------------------
</TABLE>
<PAGE>
Outstanding Shares
As of the Record Date, the GP Funds and its corresponding WF Fund had
the following numbers of shares outstanding:
<TABLE>
<CAPTION>
-------------------------------- -------------------------------------------- ---------------------------
<S> <C> <C>
GP Funds Number of Shares Outstanding WF Fund
-------------------------------- -------------------------------------------- ---------------------------
-------------------------------- --------------------- ---------------------- ---------------------------
Equity Fund 15,547,072 39,629,801 Equity Income Fund
-------------------------------- --------------------- ---------------------- ---------------------------
-------------------------------- --------------------- ---------------------- ---------------------------
Intermediate Bond Fund 12,187,926 44,326,653 Income Fund
-------------------------------- --------------------- ---------------------- ---------------------------
-------------------------------- --------------------- ---------------------- ---------------------------
Premier Fund 2,427,589 1,989,731 Small Cap Value Fund
-------------------------------- --------------------- ---------------------- ---------------------------
-------------------------------- --------------------- ---------------------- ---------------------------
Tax-Free Bond Fund 6,691,643 -0- Nebraska Tax-Free Fund
-------------------------------- --------------------- ---------------------- ---------------------------
</TABLE>
Interest of Certain Persons in the Transactions
To the knowledge of the GP Funds and WF Funds, the following are the
only persons who owned of record or beneficially, five percent or more of the
outstanding shares of any GP Fund or WF Fund
<TABLE>
<CAPTION>
As of June 12, 2000
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
Fund Name and Address Class of % of Class % of Fund % of Fund
Shares/Type of Post-Closing
Ownership
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
GP Equity Fund Firlin & Company N/A 5.19% 5.19% 0.45%
Attn: NBC Trust Division Record Holder
1248 O Street
P.O. Box 82408
Lincoln, NE 68501-2408
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
GP Premier Fund Firlin & Company N/A 9.26% 9.26% 4.93%
Attn: NBC Trust Division Record Holder
1248 O Street
P.O. Box 82408
Lincoln, NE 68501-2408
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
WF Small Cap Value Dentru & Company Class I 8.09% 8.09% 3.79%
Fund Non-Discretionary Cash Record Holder
1740 Broadway M/S 8751
Denver, CO 80274-0001
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
SBRET & Co Class I 14.92% 14.92% 6.98%
Discretionary Reinvest Record Holder
1740 Broadway M/S 8751
Denver, CO 80274-0001
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
WF Equity Income Wells Fargo Bank Class A 13.30% 1.62% 1.48%
Fund FBO Retirement Plans Omnibus Record Holder
P.O. Box 63015
San Francisco, CA 94163-0001
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
Investors Services Group Class A 18.29% 2.22% 2.03%
FBO Wells Fargo/Portfolio Record Holder
Advisor Customer
211 South Gulph Road
King of Prussia, PA 19406-3101
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
EM Jay Co. Class C 21.06% .077% 0.071%
Omnibus Account Record Holder
P.O. Box 17909
Milwaukee, WI 53217-0909
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
Norwest Management Investment Class C 10.96% .04% 0.037%
Services, Inc. Record Holder
FBO 120068881
608 Second Avenue South
Northstar Building East - 9th
Floor
Minneapolis, MN 55479-0162
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
Norwest Management Investment Class C 6.61% .024% 0.022%
Services, Inc. Record Holder
FBO 120880431
608 Second Avenue South
Northstar Building East - 9th
Floor
Minneapolis, MN 55479-0162
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
Dentru & Company Class I 8.64% 6.74% 6.16%
1740 Broadway M/S 8676 Record Holder
Denver, CO 80274-0001
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
EMSEG & Company Class I 24.86% 19.38% 17.71%
Income Fund I Record Holder
c/o Mutual Fund Processing
P.O. Box 1450 NW 8477
Minneapolis, MN 55485-1450
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
WF Income Fund Dentru & Company Class I 19.12% 17.89% 13.82%
Non-Discretionary Cash Record Holder
1740 Broadway MS 8676
Denver, CO 80274-0001
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
EMSEG & Company Class I 11.55% 10.81% 8.35%
Income Equity I Record Holder
c/o Mutual Fund Processing
P.O. Box 1450 NW. 8477
Minneapolis, MN 55485-1450
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
To the knowledge of the GP Funds and WF Funds, the following are the
only persons who owned of record or beneficially, greater than 25 % of the
outstanding shares of any GP Fund or WF Fund
As of June 12, 2000
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
Fund Name and Address Class of % of Class % of Fund % of Fund
Shares/Type of Post-Closing
Ownership
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
GP Equity Fund Firlin & Company N/A 51.06% 51.06% 4.396%
Attn: NBC Trust Division Record Holder
1248 O Street
P.O. Box 82408
Lincoln, NE 68501-2408
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
Firlin & Company N/A 33.80% 33.80% 2.91%
Attn: NBC Trust Division Record Holder
1248 O Street
P.O. Box 82408
Lincoln, NE 68501-2408
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
GP Tax-Free Bond Firlin & Company N/A 95.63% 95.63% 95.63%
Fund Attn: NBC Trust Division Record Holder
1248 O Street
P.O. Box 82408
Lincoln, NE 68501-2408
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
GP Intermediate Firlin & Company N/A 56.29% 56.29% 12.81%
Bond Fund Attn NBC Trust Division Record H
1248 O Street Holder
P.O. Box 82408
Lincoln, NE 68501-2408
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
Firlin & Company N/A 33.47% 33.47% 7.62%
Attn: NBC Trust Division Record Holder
1248 O Street
P.O. Box 82408
Lincoln, NE 68501-2408
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
GP Premier Fund Firlin & Company N/A 29.56% 29.56% 15.72%
Attn: NBC Trust Division Record Holder
1248 O Street
P.O. Box 82408
Lincoln, NE 68501-2408
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
Firlin & Company N/A 50.93% 50.93% 27.09%
Attn: NBC Trust Division Record Holder
1248 O Street
P.O. Box 82408
Lincoln, NE 68501-2408
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
WF Small Cap Value EMSEG & Co. Class I 66.84% 66.84% 31.29%
Fund Performa Small Cap Value Fund Record Holder
c/o Mutual Fund Processing
P.O. Box 1450 NW 8477
Minneapolis, MN 55485-1450
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
WF Equity Income EMSEG & Co. Class I 34.84% 27.16% 24.82%
Fund Income Equity I Record Holder
c/o Mutual Fund Processing
P.O. Box 1450 NW 8477
Minneapolis, MN 55485-1450
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
EMSEG & Co. Class I 26.76% 20.86% 19.07%
Income Equity I Record Holder
c/o Mutual Fund Processing
P.O. Box 1450 NW 8477
Minneapolis, MN 55485-1450
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
WF Income Fund EMSEG & Co. Class I 26.89% 25.16% 19.43%
Income Fund I Record Holder
c/o Mutual Fund Processing
P.O. Box 1450 NW 8477
Minneapolis, MN 55485-1450
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
Wealthbuilder II Growth Class A 35.27% 1.51% 1.16%
Balanced Record Holder
Income Bond Fund-Class A
c/o Mutual Fund Processing
P.O. Box 1450 NW 8477
Minneapolis, MN 55485-1450
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
EMSEG & Co. Class I 37.61% 35.19% 27.18%
Income Fund I Record Holder
c/o Mutual Fund Processing
P.O. Box 1450 NW 8477
Minneapolis, MN 55485-1450
-------------------- -------------------------------- ----------------- ------------ ------------ ----------------
</TABLE>
In addition, as of June 12, 2000, NBC, an affiliate of FCI, controlled
or held with sole or shared power to vote more than 25% of the outstanding
shares of each of the GP Funds, respectively, in a trust, agency, custodial or
other fiduciary or representative capacity. As a result, NBC may be deemed to
control each of the Funds and may be able to greatly affect (if not determine)
the outcome of the shareholder vote on the reorganization. Therefore, National
City Bank of Minnesota, an independent fiduciary engaged by NBC will vote the
shares of the GP Funds that are entitled to be voted by NBC. As of June 12,
2000, the officers and Trustees of the GP Funds as a group owned less than 1% of
each GP Fund. As of June 12, 2000, the officers and Trustees as a group of the
WF Funds owned less than 1% of each of the WF Funds.
<PAGE>
These tables describe the fees and expenses that you may pay if you buy and
hold shares of a Fund. The examples are intended to help you compare the costs
of investing in the Funds with the cost of investing in other mutual funds.
<TABLE>
<S> <C> <C>
WF Equity Income Fund
GP Equity Fund (Institutional Class)
Shareholder Fees (fees paid directly from your investment):
Maximum Sales Charge (Load) on Purchases ....................... 5.00% None
(as a percentage of offering price)
Maximum Deferred Sales Charge (Load) ........................... None None
(as a percentage of the lower of the NAV on the date of original
purchase or the NAV on the date of the redemption)
Annual Fund Operating Expenses (expenses that are deducted
from fund assets, as a percentage of average net assets)
Management fee.................................................. 0.75% 0.75%2
Distribution (Rule 12b-1) fee................................... 0.25% 0.00%
Other expenses.................................................. 0.25% 0.22%2
Shareholder Services Fee........................................ 0.25% N/A
Total Annual Fund Operating Expenses (Gross).................... 1.50%1 0.97%
Waivers......................................................... 0.12%3
Net Annual Fund Operating Expenses.............................. 0.85%
_____________________________
</TABLE>
1. The GP Equity Fund formerly invested both directly in domestic
securities and indirectly in foreign securities by investing a portion of its
assets in the GP International Equity Fund. Management intends to liquidate the
International Equity Fund by transferring its assets and liabilities to existing
shareholders, including the GP Equity Fund. It is anticipated that this
transaction will be completed in July 2000. After the completion of this
liquidation, the GP Equity Fund will invest directly in all portfolio
securities. The fees in this table are restated to reflect the fees that the GP
Equity Fund will contractually be obligated to pay after the GP International
Equity Fund is liquidated. The distributor and shareholder services provider of
the GP Equity Fund will voluntarily waive certain fees and expenses. After
voluntary waivers, the net operating expense ratio for the GP Equity Fund will
be 1.00%.
2. This fee combines expenses charged at the fund and core portfolio
levels. The core level expenses are based on the fund's current allocation among
the different core portfolios.
3. Contractual fee waivers apply until at least November 5, 2001. After
this time, these waivers may be reduced or eliminated only with the approval of
the Board of Trustees.
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<S> <C> <C>
WF Equity Income Fund
GP Equity Fund (Institutional)
One Year............................................. $645 $87
Three Year........................................... $950 $297
Five Year............................................ $1,278 $525
Ten Year............................................. $2,201 $1,179
</TABLE>
<PAGE>
EXHIBIT A - FEE TABLES (Continued)
<TABLE>
<S> <C> <C>
GP Intermediate WF Income Fund
Bond Fund (Institutional Class)
Shareholder Fees (fees paid directly from your investment):
Maximum Sales Charge (Load) on Purchases ....................... 3.00% None
(as a percentage of offering price)
Maximum Deferred Sales Charge (Load) ........................... None None
(as a percentage of the lower of the NAV on the date of
original purchase or the NAV on the date of the redemption)
Annual Fund Operating Expenses (expenses that are deducted
from fund assets, as a percentage of average net assets)
Management fee.................................................. 0.50% 0.50%
Distribution (Rule 12b-1) fee................................... 0.25% 0.00%
Other expenses.................................................. 0.25% 0.26%
Shareholder Services Fee........................................ 0.25% N/A
Total Annual Fund Operating Expenses (Gross).................... 1.25%1 0.76%
Waivers......................................................... 0.01%2
Net Annual Fund Operating Expenses.............................. 0.75%
</TABLE>
1. The Advisor, distributor and shareholder services provider of the GP
Intermediate Bond Fund voluntarily waived certain fees and expenses. As of the
fiscal year ended August 31, 1999, these waivers totaled 0.50%. After voluntary
waivers, the net operating expense ratio for the GP Intermediate Bond Fund was
0.75%. For example, the GP Intermediate Bond Fund did not pay or accrue the
distribution fee or shareholder servicing fee listed above. These waivers can be
terminated at any time.
2. Contractual fee waivers apply until at least October 1, 2001. After this
time, these waivers may be reduced or eliminated only with the approval of the
Board of Trustees.
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
GP Intermediate Bond WF Income Fund
Fund (Institutional)
<S> <C> <C>
One Year............................................. $424 $77
Three Year........................................... $685 $242
Five Year............................................ $966 $421
Ten Year............................................. $1,766 $941
</TABLE>
<PAGE>
EXHIBIT A- FEE TABLES (Continued)
<TABLE>
<CAPTION>
WF Small Cap
GP Premier Value Fund
Fund (Institutional Class)
<S> <C> <C>
Shareholder Fees (fees paid directly from your investment):
Maximum Sales Charge (Load) on Purchases ....................... 5.00% None
(as a percentage of offering price)
Maximum Deferred Sales Charge (Load) ........................... None None
(as a percentage of the lower of the NAV on the date of
original purchase or the NAV on the date of the
redemption)
Annual Fund Operating Expenses (expenses that are deducted
from fund assets, as a percentage of average net assets)
Management fee.................................................. 1.00% 0.90%2
Distribution (Rule 12b-1) fee................................... 0.25% 0.00%
Other expenses.................................................. 0.62% 0.70%2
Shareholder Services Fee........................................ 0.25% 0.10%
Total Annual Fund Operating Expenses (Gross).................... 2.12%1 1.70%
Waivers......................................................... 0.45%3
Net Annual Fund Operating Expenses.............................. 1.25%
</TABLE>
1. The Advisor, distributor or shareholder services provider voluntarily
waived certain fees and expenses of the GP Premier Fund. As of the fiscal year
ended August 31, 1999, these waivers totaled 0.72%. After voluntary waivers, the
net operating expense ratio for the GP Premier Fund was 1.40%. For example, the
GP Premier Fund did not pay or accrue the distribution fee or shareholder
servicing fee listed above. As of the fiscal year ended August 31, 1999, the
Advisor voluntary waived 0.20% of its management fee. These waivers can be
terminated at any time.
2. This fee combines expenses charged at the fund and core portfolio
levels. The core level expenses are based on the fund's current allocation among
the different core portfolios.
3. Contractual fee waivers apply until at least February 1, 2002.. After
this time, these waivers may be reduced or eliminated only with the approval of
the Board of Trustees.
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
WF Small Cap Value Fund
GP Premier Fund (Institutional)
<S> <C> <C>
One Year............................................. $704 $127
Three Year........................................... $1,131 $492
Five Year............................................ $1,582 $881
Ten Year............................................. $2,829 $1,971
</TABLE>
<PAGE>
EXHIBIT A - FEE TABLES (Continued)
<TABLE>
<CAPTION>
GP Tax-Free Bond WF Nebraska Tax-Free
Fund Fund (Institutional Class)
<S> <C> <C>
Shareholder Fees (fees paid directly from your investment):
Maximum Sales Charge (Load) on Purchases ....................... 3.00% None
(as a percentage of offering price)
Maximum Deferred Sales Charge (Load) None None
(as a percentage of the lower of the NAV on the date of
original purchase or the NAV on the date of the redemption).....
Annual Fund Operating Expenses (expenses that are deducted
from fund assets, as a percentage of average net assets)
Management fee.................................................. 0.50% 0.50%
Distribution (Rule 12b-1) fee................................... 0.25% 0.00%
Other expenses.................................................. 0.34% 0.54%
Shareholder Services Fee........................................ 0.25% 0.00%
Total Annual Fund Operating Expenses (Gross).................... 1.34%1 1.04%
Waivers......................................................... 0.21%2
Net Annual Fund Operating Expenses.............................. 0.83%
</TABLE>
1 The distributor and shareholder services provider voluntarily waived
certain fees and expenses of the GP Tax-Free Bond Fund. As of the fiscal year
ended August 31, 1999, these waivers totaled 0.51%. After voluntary waivers, the
net operating expense ratio for the GP Tax-Free Bond Fund was 0.83%. For
example, the GP Tax-Free Bond Fund did not pay or accrue the distribution fee or
shareholder servicing fee listed above. As of the fiscal year ended August 31,
1999, the transfer agent or the portfolio accountant waived 0.01% of the fees
owed to them. These waivers can be terminated at any time.
2. Contractual fee waivers apply for one year from the closing date of this
Reorganization. After this time, these waivers may be reduced or eliminated only
with the approval of the WF Funds' Board of Trustees.
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
GP Tax-Free Bond WF Nebraska Tax-Free Fund
Fund (Institutional)
<S> <C> <C>
One Year............................................. $432 $85
Three Year........................................... $712 $310
Five Year............................................ $1,012 $554
Ten Year............................................. $1,864 $1,252
</TABLE>
<PAGE>
EXHIBIT B-- COMPARISON OF INVESTMENT OBJECTIVES AND STRATEGIES
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
WF EQUITY INCOME FUND
Comparison of:....GP Equity Fund which will reorganize into
WF EQUITY INCOME FUND
Objectives:
----------------------------------------------------------------------------------------------------------------------------
------------------------------------ ---------------------------------------------------------------------------------------
GP Equity Fund: o seeks total return (consisting of current income and capital appreciation)
over the long-term.
------------------------------------ ---------------------------------------------------------------------------------------
------------------------------------ ---------------------------------------------------------------------------------------
WF Equity Income Fund: o seeks long-term capital appreciation and above-average dividend income.
------------------------------------ ---------------------------------------------------------------------------------------
Investment Strategies:
----------------------------------------------------------------------------------------------------------------------------
---------------------- -----------------------------------------------------------------------------------------------------
GP Equity Fund: The Equity Fund, a non-diversified portfolio of securities, pursues its investment objective
through the application of a value-oriented approach. We invest as partial owners of high quality
companies and attempt to purchase security positions at a substantial discount to what we perceive
as their true economic value. The Fund's stated principal strategy is to invest primarily in a
portfolio of common and preferred stocks of domestic and foreign issuers as well as domestic and
foreign securities convertible into common and preferred stocks. To accomplish its objective,
however, the Fund has invested principally in common stock. The Fund obtains its current income
primarily through receipt of dividends net of Fund expense. Under normal market conditions, the
Fund invests at least 65% of its total assets in equity securities. The issuers of these
securities will consist primarily of medium to large capitalization domestic and foreign
companies. Depending on market conditions, the Fund anticipates investing between 0% and 35% of
its net assets in foreign securities.
---------------------- -----------------------------------------------------------------------------------------------------
---------------------- -----------------------------------------------------------------------------------------------------
WF Equity Income The Fund is a gateway fund that invests substantially all of its assets in a diversified core
Fund: portfolio with substantially similar investment objectives and strategies. The WF Equity Income
Fund's stated principal investment strategy is to invest primarily in common stock of large, high
quality domestic companies that have above-average return potential based on current market
valuations. The WF Equity Income Fund, however, reserves the right to invest in preferred stock,
convertible securities and foreign securities. Thus, despite the apparent difference in the
phrasing of their principal investment strategies, both Funds primarily invest in common stock of
companies. Unlike the GP Equity Fund, which invests in foreign securities, the WF Small Cap Value
Fund generally does not invest in such securities, although it reserves the right to do so. The
Fund uses various valuation measures when selecting securities for the portfolio, including
above-average dividend yields and below industry average price-to-earnings, price to book and
price-to-sales ratios. The Fund considers "large" companies to be those whose market
capitalizations is greater than the median of the Russell 1000 Index (which, as of May 31, ranged
from $60 million to approximately $500 billion. Under normal conditions, the Fund will invest (i)
at least 65% of its total assets in income-producing equity securities, and (ii) in issues of
companies with market capitalization greater than the median of the Russell 1000 Index. The Fund
ordinarily will limit its investment in one issuer to 10% or less of its total assets.
---------------------- -----------------------------------------------------------------------------------------------------
------------------------------------------------------- --------------------------------------------------------------------
Portfolio Managers
------------------------------------------------------- --------------------------------------------------------------------
------------------------------------------------------- --------------------------------------------------------------------
GP Equity Fund H. Cameron Hinds
------------------------------------------------------- --------------------------------------------------------------------
------------------------------------------------------- --------------------------------------------------------------------
WF Equity Income Fund David L. Roberts, CFA; Gary J. Dunn, CFA
------------------------------------------------------- --------------------------------------------------------------------
<PAGE>
WELLS FARGO INCOME FUND
Comparison of:....GP Intermediate Bond Fund which will reorganize into
WF INCOME FUND
Objectives:
--------------------------------------------------------------------------------------------------------------------------
--------------------------------- ----------------------------------------------------------------------------------------
GP Intermediate Bond Fund: o seeks total return (consisting of current income and capital appreciation).
--------------------------------- ----------------------------------------------------------------------------------------
--------------------------------- ----------------------------------------------------------------------------------------
WF Income Fund: o seeks current income and total return.
--------------------------------- ----------------------------------------------------------------------------------------
Investment Strategies:
--------------------------------------------------------------------------------------------------------------------------
-------------------------- -----------------------------------------------------------------------------------------------
GP Intermediate Bond The Fund pursues its goal by investing primarily in a diversified portfolio of investment
Fund: grade intermediate-term bonds and notes with an average dollar-weighted maturity of three to
ten years. The Fund will invest, under normal circumstances, at least 65% of the value of
its total assets in bonds. For purposes of this investment policy, "bonds" shall include all
permitted types of debt instruments, including debt held as collateral for repurchase
agreements. Investment grade debt obligations are rated in the top four categories by a
nationally recognized statistical rating organization (NRSRO) (such as BBB or better by
Standard & Poor's (S&P) or Fitch IBCA, Inc. (Fitch) or Baa or better by Moody's Investors
Service (Moody's)), or if unrated, are of comparable quality as determined by the investment
advisor. The Fund reserves the right to invest up to 35% (although it intends to operate
with not more than 15%) of its total assets in debt obligations rated below investment grade
but not lower than BB by S&P or Fitch or Ba by Moody's, or which are of comparable quality.
-------------------------- -----------------------------------------------------------------------------------------------
-------------------------- -----------------------------------------------------------------------------------------------
WF Income Fund: The Fund primarily invests in a diversified portfolio of debt and variable rate
debt-securities issued by domestic and foreign issuers. The Fund invests in a broad spectrum
of U.S. issues, including U.S. Government obligations, mortgage- and other asset-backed
securities, and the debt securities of financial institutions, corporations and others. The
Fund targets average portfolio duration in a range based around the average portfolio
duration of the mutual funds included in the Lipper Corporate A-Rated Debt Average (which, as
of March 31, was approximately 5-6 years). The Fund attempts to enhance performance by
adjusting the average duration within the range to benefit from the effect of various
economic factors, such as inflation or growth cycles. Under normal market conditions, the
Fund invests:
o up to 70% of its total assets in corporate debt securities;
o at least 30% of its total assets in U.S. Government obligations;
o up to 50% of its total assets in mortgage-backed securities, and up to 25% in other
asset backed securities;
o at least 80% of its total assets in investment-grade securities.
In contrast to the GP Intermediate Bond Fund which reserves the right to invest up to 35% of
its assets in non-investment grade bonds, the WF Income Fund may invest only up to 20% of its
assets in non-investment grade bonds.
-------------------------- -----------------------------------------------------------------------------------------------
-------------------------- -----------------------------------------------------------------------------------------------
-------------------------- -----------------------------------------------------------------------------------------------
-------------------------------------------------------- -----------------------------------------------------------------
Portfolio Managers
-------------------------------------------------------- -----------------------------------------------------------------
-------------------------------------------------------- -----------------------------------------------------------------
GP Intermediate Bond Fund Robert A. Campbell
-------------------------------------------------------- -----------------------------------------------------------------
-------------------------------------------------------- -----------------------------------------------------------------
WF Income Fund Marjorie H. Grace, CFA
-------------------------------------------------------- -----------------------------------------------------------------
WF SMALL CAP VALUE FUND
Comparison of:....GP Premier Fund which will reorganize into
WF SMALL CAP VALUE FUND
Objectives:
--------------------------------------------------------------------------------------------------------------------------
---------------------------------- ---------------------------------------------------------------------------------------
GP Premier Fund o seeks to achieve total return (consisting of current income and capital
appreciation) over the long-term.
---------------------------------- ---------------------------------------------------------------------------------------
---------------------------------- ---------------------------------------------------------------------------------------
WF Small Cap Value Fund: o seeks long-term capital appreciation.
---------------------------------- ---------------------------------------------------------------------------------------
Investment Strategies:
--------------------------------------------------------------------------------------------------------------------------
--------------------------- ----------------------------------------------------------------------------------------------
GP Premier Fund: The Premier Fund, a non-diversified portfolio of securities, pursues its investment
objective through the application of a value-oriented approach. The Fund invests as partial
owners of high quality companies and attempts to purchase security positions at a
substantial discount to what we perceive as their true economic value. The Fund
accomplishes this by investing primarily in a portfolio of common and preferred stocks of
domestic and foreign issuers as well as domestic and foreign securities convertible into
common and preferred stocks. The Fund obtains its current income primarily through receipt
of dividends net of Fund expenses. The Fund's investments emphasize common and preferred
stocks issued by companies whose market capitalizations at the time of investment are under
$2 billion (which are small capitalization stocks). As an operational policy, this Fund
intends to limit its foreign investments to 35% of its total assets.
--------------------------- ----------------------------------------------------------------------------------------------
--------------------------- ----------------------------------------------------------------------------------------------
WF Small Cap Value Fund: Unlike the GP Premier Fund which is a non-diversified fund, the WF Small Cap Value Fund is a
gateway fund that invests substantially all of its assets in a diversified core portfolio
with substantially similar investment objectives and strategies. The Fund seeks capital
appreciation by investing in common stocks of smaller companies. The Fund will normally
invest substantially all of its assets in securities with market capitalizations that
reflect the market capitalization of companies included in the Russell 2000 Index (which as
of May 31, ranged from approximately $10 million to $13 billion. The Fund is permitted to
invest in certain foreign securities but, as of March 31, 2000, held no foreign securities.
The Fund seeks higher growth rates and greater long-term returns by investing primarily in
the common stock of smaller companies that the advisor believes to be undervalued and likely
to report a level of corporate earnings exceeding the level expected by investors. The
Advisor values companies based upon both the price-to-earnings ratio of the company and a
comparison of the public market value of the company to a proprietary model that values the
company independently using public market value as one factor in its analysis. In analyzing
a company's level of anticipated earnings, the Advisor employs quantitative and fundamental
analysis.
--------------------------- ----------------------------------------------------------------------------------------------
------------------------------------------------------ -------------------------------------------------------------------
Portfolio Managers
------------------------------------------------------ -------------------------------------------------------------------
------------------------------------------------------ -------------------------------------------------------------------
GP Premier Fund: H. Cameron Hinds
------------------------------------------------------ -------------------------------------------------------------------
------------------------------------------------------ -------------------------------------------------------------------
WF Small Cap Value Portfolio: Steven Smith
------------------------------------------------------ -------------------------------------------------------------------
<PAGE>
WF NEBRASKA TAX-FREE FUND
Comparison of:....GP Tax Free Bond Fund which will reorganize into
WF NEBRASKA TAX-FREE FUND
Objectives:
------------------------------------------------------------------------------------------------------------------------------
------------------------------------ -----------------------------------------------------------------------------------------
GP Tax-Free Bond Fund: o seeks current income that is exempt from federal regular income tax. As a
secondary investment objective, the Fund seeks current income that is also
exempt from the regular income taxes imposed by the state of Nebraska.
------------------------------------ -----------------------------------------------------------------------------------------
------------------------------------ -----------------------------------------------------------------------------------------
WF Nebraska Tax-Free Fund: o seeks current income exempt from federal income tax and Nebraska personal
income tax.
------------------------------------ -----------------------------------------------------------------------------------------
Investment Strategies:
------------------------------------------------------------------------------------------------------------------------------
--------------------- --------------------------------------------------------------------------------------------------------
GP Tax-Free Bond The Fund pursues its goals by investing in a non-diversified portfolio of debt obligations issued by
Fund: or on behalf of any state, territory or possession of the United States, including the District of
Columbia, or any of their political subdivisions or financing authorities ("Municipal Securities"),
with a portion of the portfolio consisting of Municipal Securities issued by or on behalf of the State
of Nebraska, its political subdivisions or agencies. As a fundamental investment policy that cannot
be changed without shareholder approval, under normal market conditions, at least 80% of the Tax-Free
Bond Fund's net assets will be invested in municipal securities, the income from which is exempt from
federal income tax. As an operational policy and not an investment policy, the Fund will seek to
maintain an average dollar-weighted portfolio maturity of five to fifteen years. The Fund
principally invests in Nebraska municipal securities that are exempt from federal and Nebraska
personal income tax. The Fund is permitted to invest in securities subject to the federal alternative
minimum tax ("AMT"). As a matter of practice, however, the Fund invested less than 20% of its net
assets in securities whose income was subject to AMT.
--------------------- --------------------------------------------------------------------------------------------------------
--------------------- --------------------------------------------------------------------------------------------------------
WF Nebraska The WF Nebraska Tax-Free pursues its goals by investing primarily in a non-diversified portfolio of
Tax-Free Fund: investment grade Nebraska municipal securities of varying maturities. Similar to the GP Tax-Free Bond
Fund, the WF Nebraska Tax-Free Fund does not any investment policy with respect to portfolio
duration. The Fund has no stated restriction or range with respect to maturity length. The
portfolio's weighted average maturity will vary depending on market conditions, economic conditions
including interest rates, the differences in yields between obligations of different maturity lengths
and other factors. One of the WF Nebraska Tax-Free Fund's primary objectives is to seek income exempt
from Nebraska income tax. In contrast, the GP Tax-Free Bond Fund pursued that only as a secondary
objective. Thus, under normal conditions, the WF Nebraska Tax-Free Fund will invest: (i) at least 80%
of its net assets in municipal securities that pay interest exempt from federal income tax, including
the AMT, (ii) at least 65% of its total asset in municipal securities that pay interest exempt from
Nebraska personal income tax; and (iii) up to 20% of its net assets in securities whose income is
subject to federal AMT.
--------------------- --------------------------------------------------------------------------------------------------------
------------------------------------------------------- ----------------------------------------------------------------------
Portfolio Managers
------------------------------------------------------- ----------------------------------------------------------------------
------------------------------------------------------- ----------------------------------------------------------------------
GP Tax-Free Bond Fund Robert A. Campbell
------------------------------------------------------- ----------------------------------------------------------------------
------------------------------------------------------- ----------------------------------------------------------------------
WF Nebraska Tax-Free Fund Mark Walters; Steve Galiani
------------------------------------------------------- ----------------------------------------------------------------------
</TABLE>
<PAGE>
C-1
EXHIBIT C --ADDITIONAL INFORMATION ABOUT FCI
FCI is a corporation organized under the laws of the State of Nebraska. FCI is a
wholly-owned subsidiary of First Commerce Bancshares, Inc. Thus, First Commerce
Bancshares owns 100% of the voting securities of FCI. The principal office of
First Commerce Bancshares, Inc. is 610 NBC Center Lincoln, Nebraska 68508.
o The directors and principal executive officer of FCI and their
principal occupation and addresses are listed below:
<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
Name and address Title Principal Occupation
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C>
H. Cameron Hinds Director President and Chief Financial
610 NBC Center Officer of FCI.
Lincoln, Nebraska 68508
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Brad Korell Director President of National Bank of
610 NBC Center Commerce.
Lincoln, Nebraska 68508
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
James Stuart II Director Chairman of the Board and Chief
610 NBC Center Executive Officer of National Bank
Lincoln, Nebraska 68508 of Commerce.
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
James Stuart, III Chairman of the Board and Chief Chairman and Chief Executive Officer
610 NBC Center Executive Officer of FCI.
Lincoln, Nebraska 68508
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Lee Stuart Director Vice President of National Bank of
610 NBC Center Commerce.
Lincoln, Nebraska 68508
---------------------------------------- -------------------------------------- --------------------------------------
o The chart below lists the each officer or director of Great Plains Funds who is an officer, director, general partner or
shareholder of FCI:
---------------------------------------- -------------------------------------- --------------------------------------
Name Position with Great Plains Funds Position or Connection with FCI
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
James Stuart, III Vice President Chairman of the Board and Chief
Executive Officer
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Anne E. Hansen Vice President Vice President
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
Colleen Avery Vice President Product Manager
---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>
<PAGE>
PART B
STATEMENT OF ADDITIONAL INFORMATION
Merger of the assets of the GP Funds by and in exchange for shares of
the WF Funds as described below:
<TABLE>
<CAPTION>
---------------------------------------- ----------------------------------------------------------------
<S> <C> <C>
GREAT PLAINS FUNDS WELLS FARGO FUNDS
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
Equity Fund Equity Income Fund (Institutional Class)
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
Intermediate Bond Fund Income Fund (Institutional Class)
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
Premier Fund Small Cap Value Fund (Institutional Class)
---------------------------------------- ----------------------------------------------------------------
---------------------------------------- ----------------------------------------------------------------
Tax-Free Bond Fund Nebraska Tax-Free Fund (Institutional Class)
---------------------------------------- ----------------------------------------------------------------
</TABLE>
This Statement of Additional Information or SAI relating to the
proposed transfer of the assets of the GP Funds to the WF Funds in exchange for
shares of the WF Funds consists of this cover page and the following described
itens, which are hereby incorporated by reference:
(1)......The SAI for the WF Equity Income Fund and the WF Small Cap Value
Fund dated February 1, 2000, and the SAI for the WF Income Fund, dated
November 8, 1999.
(2)......The SAI for the GP Funds dated December 28, 1999.
(3)......Report of Independent Auditors and audited annual report financial
statements of the GP Funds as of August 31, 1999.
(4)......Unaudited semi-annual report financial statements of the GP Funds
as of February 29, 2000.
(5)......Report of Independent Auditors and audited annual report financial
statements of the Norwest Advantage Income Equity Fund (predecessor
fund to WF Equity Income Fund) and the Performa Small Cap Value Fund
(predecessor fund to WF Small Cap Value Fund) as of September 30,
1999.
(6)......Unaudited semi-annual report financial statements of the WF Equity
Income Fund and WF Small Cap Value Fund as of March 31, 2000.
(7)......Report of Independent Auditors and audited annual report financial
statements of the Norwest Advantage Income Fund (predecessor fund to
WF Income Fund) as of May 31, 1999.
(8)......Unaudited semi-annual report financial statements of the WF Income
Fund as of November 30, 1999.
(9)......Unaudited pro forma combined financial information as of March 31,
2000 for the WF Small Cap Value Fund/GP Premier Fund reorganization,
and as of November 30, 1999 for the WF Income Fund/GP Intermediate
Bond Fund reorganization. The pro forma financial statements give
effect to the reorganization as if it had occurred for the periods
presented.
This SAI is not a prospectus and should be read in conjunction with the
Funds' Proxy Statement/Prospectus, dated July 7, 2000, that relates to the
above-referenced reorganization. The Proxy Statement/Prospectus may be obtained
without charge by calling 1-800-522-9612 or writing to Wells Fargo Funds Trust,
P.O. Box 7066, San Francisco, CA 94120-7066. This SAI relates to and should be
read in conjunction with, such Proxy Statement/Prospectus.
This SAI is dated July 7, 2000.
The pro forma financial statements are incorporated by reference from Part B of
the Registrant's Registration Statement on form N-14 (file nos. 333-38424;
811-09253), filed on June 2, 2000 (accession number 0000929624-00-000797).
