<PAGE>
As filed with the Securities and Exchange Commission
on June 2, 2000
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
---
Post-Effective Amendment No. [ ]
---
(Check appropriate box or boxes)
---------------------------------------
Exact Name of Registrant as Specified in Charter:
WELLS FARGO FUNDS TRUST
Area Code and Telephone Number: (800) 643-9691
Address of Principal Executive Offices, including Zip Code:
111 Center Street
Little Rock, Arkansas 72201
---------------------------------------
Name and Address of Agent for Service:
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
With copies to:
<TABLE>
<CAPTION>
<S> <C>
Robert M. Kurucza, Esq. Cameron S. Avery, Esq.
Marco E. Adelfio, Esq. Bell, Boyd & Lloyd LLC
Morrison & Foerster LLP Three First National Plaza
2000 Pennsylvania Ave., N.W. 70 West Madison Street, Suite 3300
Suite 5500 Chicago, IL 60602-4207
Washington, D.C. 20006
</TABLE>
It is proposed that this filing will become automatically effective on
July 2, 2000 pursuant to Rule 488.
No filing fee is required under the Securities Act of 1933 because an
indefinite number of shares of beneficial interest in the Registrant has
previously been registered pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended.
<PAGE>
WELLS FARGO FUNDS TRUST
CROSS-REFERENCE SHEET
Items Required by Form N-14
---------------------------
Letter to Shareholders
----------------------
Notice of Special Meeting
-------------------------
PART A
------
<TABLE>
<CAPTION>
Item No. Prospectus Caption
-------- ------------------
<S> <C>
1 Cover Page
Cross-Reference Sheet
Front Cover Page of Combined Proxy Statement/Prospectus
2 Table of Contents
3 Proposal One-Approval of Reorganization of GP Funds;
Summary
4 Proposal One-Approval of Reorganization of GP Funds;
Summary
Terms of the Reorganization
Board Consideration of the Reorganization
Federal Income Tax Consequences and Federal Tax Opinions
5 Summary
Comparison of Current Fees
Comparison of Investment Objectives, Principal Investment
Strategies and Policies
Common Risk Considerations
Comparison of Shareholder Services and Procedures
Performance
Exhibit A
6 Summary
Comparison of Current Fees
Comparison of Investment Objectives, Principal Investment
Strategies and Policies
Common Risk Considerations
Comparison of Shareholder Services and Procedures
Performance
Exhibit A
7 Information on Voting
Outstanding Shares
Interest of Certain Persons in Transactions
8 Not Applicable
9 Not Applicable
</TABLE>
<PAGE>
PART B
------
<TABLE>
<CAPTION>
Statement of Additional
Item No. Information Caption
-------- -----------------------
<S> <C>
10 Cover Page
11 Table of Contents
12 Cover Page
Incorporation of Documents by Reference in
Statement of Additional Information
13 Not applicable
14 Incorporation of Documents by Reference in
Statement of Additional Information
Pro-Forma Financial Information
</TABLE>
PART C
------
<TABLE>
<CAPTION>
Item Nos.
---------
<S> <C>
15-17 Information required to be included in Part C is
set forth under the appropriate Item, so numbered,
in Part C of this Registration Statement
</TABLE>
THE FOLLOWING ITEMS ARE INCORPORATED BY REFERENCE:
A) From Post-Effective Amendment No. 9 of Wells Fargo Funds Trust, filed
February 1, 2000 (SEC File No. 333-74295; 811-09253): The Prospectus
and Statement of Additional Information, dated February 1, 2000,
describing the Institutional Class of the Wells Fargo Equity Income
Fund and the Small Cap Value Fund; from Post-Effective Amendment No. 6
of Wells Fargo Funds Trust, filed November 8, 1999 (SEC File No. 333-
74295; 811-09253): The Prospectus and the Statement of Additional
Information, dated November 8, 1999, describing the Institutional Class
of the Wells Fargo Income Fund.
B) From Post-Effective Amendment No. 6 of Great Plains Funds, filed
December 27, 1999 (SEC File No. 33-31137; 811-08281): The Prospectus
for the Great Plains Funds and Statement of Additional Information,
dated December 28, 1999, describing the Great Plains Funds Equity Fund,
Intermediate Bond Fund, Premier Fund and the Tax-Free Bond Fund.
C) The audited financial statements and related independent auditors'
reports for the Great Plains Funds, contained in the Annual Report for
the fiscal period ended August 31, 1999, as filed with the SEC on
October 29, 1999.
D) The unaudited semi-annual report financial statements of the Great
Plains Funds as of February 29, 2000, as filed with the SEC on May 10,
2000.
E) 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
<PAGE>
Performa Small Cap Value Fund (predecessor fund to WF Small Cap Value
Fund) as of September 30, 1999, as filed with the SEC on December 6,
1999.
F) Unaudited semi-annual report financial statements of the WF Equity
Income Fund and WF Small Cap Value Fund as of March 31, 2000, as filed
with the SEC on May 30, 2000.
G) 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, as filed with the SEC on July 29,
1999.
H) Unaudited semi-annual report financial statements of the WF Income Fund
as of November 30, 1999, as filed with the SEC on January 31, 2000.
<PAGE>
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.
<TABLE>
<CAPTION>
Great Plains Funds Wells Fargo Funds
---------------------------- ------------------------------------------------------------
<C> <S>
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?
. 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.
. 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.
. The fact that Wells Fargo will not have to divide its resources and
attention between the GP Funds Family and the much larger WF Funds
Family as it would if the GP Funds were not reorganized into the
WF Funds.
. The anticipated greater purchasing power, analyst coverage and market
presence of the WF Funds into which the Merging Funds will be
reorganized.
. The expected improved operating efficiencies of the WF Funds into which
the Merging Funds will be reorganized.
. 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 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 23, 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 WF Equity Income Fund, WF Income Fund and WF Small Cap Value Fund. It
is not a prospectus for the WF Nebraska Tax-Free Fund, which we refer to as
the Shell Fund because it is a newly organized mutual fund formed to receive
the assets and liabilities of the GP Tax-Free Bond Fund. The Shell 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. The four mutual
funds of Wells Fargo Funds Trust listed below, which we refer to as the WF
Funds, are advised by Wells Fargo Bank, N.A., which we refer to as Wells
Fargo. 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>
HOW WILL THE REORGANIZATION WORK?
The reorganization of each GP Fund will involve three steps:
. 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;
. 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
. 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
<PAGE>
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:
. Prospectuses for the GP Funds and for the WF Equity Income, Income and
Small Cap Value Funds;
. 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
. 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
2
<PAGE>
You also may view or obtain these documents from the SEC:
<TABLE>
<C> <S>
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 Internet: www.sec.gov
(Wells Fargo Funds Trust; Great Plains Funds)
</TABLE>
OTHER IMPORTANT THINGS TO NOTE:
. 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.
. You may lose money by investing in the Funds.
. The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
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.
3
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Introduction............................................................... 5
Proposal 1: Approval of Reorganization of GP Funds......................... 5
Reasons for the Reorganization............................................ 5
Summary................................................................... 6
Comparison of Current Fees............................................... 6
Comparison of Investment Objectives, Principal Investment Strategies
and Policies............................................................ 7
Common Risk Considerations............................................... 9
Comparison of Shareholder Services and Procedures........................ 10
Comparison of Investment Advisors and Investment Advisory Fees........... 11
Comparison of Other Principal Service Providers.......................... 12
Comparison of Business Structures........................................ 12
Terms of the Reorganization............................................... 13
Board Consideration of the Reorganization................................. 13
Performance............................................................... 15
Material Federal Income Tax Consequences and Federal Tax Opinions......... 15
Fees and Expenses of the Reorganization................................... 17
Proposal 2: Approval of Interim Advisory Agreement between FCI and the GP
Funds......................................................... 17
Summary................................................................... 17
Terms of the Interim Advisory Agreement and the Prior Advisory Agreement.. 18
Approval by the Board of Trustees of Great Plains Funds................... 18
Information on Voting...................................................... 19
Existing and Pro Forma Capitalizations..................................... 20
Outstanding Shares......................................................... 20
Interest of Certain Persons in the Transactions............................ 20
Exhibit A: Fee Tables...................................................... A-1
Exhibit B: Comparison of Investment Objectives, Principal Investment
Strategies and Policies........................................ B-1
Exhibit C: Comparison of Principal Service Providers....................... C-1
Exhibit D: Additional Information about FCI................................ D-1
</TABLE>
4
<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 Family and the much larger WF Funds
Family, as it would if the GP Funds were not reorganized into the
WF Funds.
4. The expected greater purchasing power, analyst coverage and market
presence of the WF Funds into which the Merging Funds will be
reorganized.
5. The expected greater operating efficiencies of the WF Funds into which
the Merging Funds will be reorganized.
5
<PAGE>
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 .
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.
<TABLE>
<CAPTION>
Total Total
Operating Operating
Expenses Expenses
Before/After Before/After
Waivers and Waivers and
GP Fund Reimbursements WF Fund Reimbursements
---------------------- -------------- ---------------------- --------------
<S> <C> <C> <C>
Equity Fund 1.50%/1.00% Equity Income Fund 0.97%/0.85%
Intermediate Bond Fund 1.25%/0.75% Income Fund 0.77%/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
6
<PAGE>
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 disposal 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
the 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.
7
<PAGE>
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.
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY
---------------------------------------------------------------------------------------
<C> <C> <S>
GP EQUITY FUND Seeks long term total return The Fund invests primarily in a
(consisting of current portfolio of common and
income and capital preferred stocks of domestic and
appreciation) over the long- foreign issuers as well as
term. domestic and foreign securities
convertible into common and
preferred stock.
---------------------------------------------------------------------------------------
WF EQUITY INCOME FUND Seeks long-term capital The Fund is a gateway fund that
appreciation and above- invests substantially all of its
average dividend income assets in a 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.
---------------------------------------------------------------------------------------
</TABLE>
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY
---------------------------------------------------------------------------------------
<C> <C> <S>
GP INTERMEDIATE BOND Seeks total return The Fund invests primarily in a
FUND (consisting of current diversified portfolio of
income and capital investment grade intermediate-
appreciation) over the long term bonds and notes with an
term. average dollar-weighted maturity
of three to ten years.
---------------------------------------------------------------------------------------
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.
---------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY
-----------------------------------------------------------------------------------------
<C> <C> <S>
GP TAX-FREE BOND FUND Seeks current income that is The Fund invests principally in a
exempt from federal regular non-diversified portfolio of
income tax. The Fund also municipal debt obligations, the
seeks current income that is income of which is exempt from
exempt from the regular federal income tax. The Fund has
income taxes imposed by the invested principally in Nebraska
State of Nebraska. municipal securities.
-----------------------------------------------------------------------------------------
WF NEBRASKA Seeks current income exempt The Fund invests principally in
TAX-FREE FUND from federal income tax and investment grade Nebraska
Nebraska personal income municipal securities.
tax.
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
<CAPTION>
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY
-----------------------------------------------------------------------------------------
<C> <C> <S>
GP PREMIER FUND Seeks total return The Fund invests primarily in a
(consisting of current non-diversified portfolio of
income and capital common and preferred stock of
appreciation) over the long- domestic and foreign issuers whose
term. market capitalization at the time
of investment are under $2
billion.
-----------------------------------------------------------------------------------------
WF SMALL CAP VALUE Seeks long term capital The Fund is a gateway fund that
FUND appreciation. invests substantially all of its
assets in a 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.
-----------------------------------------------------------------------------------------
</TABLE>
Common 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. You will find additional descriptions of
specific risks for a particular Fund 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
9
<PAGE>
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.
Comparison of Shareholder Services and Procedures
The GP Fund 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 a sales
charge after the merger. The Reorganization 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.
10
<PAGE>
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 a
distributions are declared and paid for each of the GP Funds and the WF Funds.
<TABLE>
<CAPTION>
Name of Fund Frequency Declared Frequency Paid
---------------------------- ------------------ --------------
<S> <C> <C>
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>
Fund Advisory Fee (Contractual)
--------------------------- --------------------------
<S> <C>
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>
11
<PAGE>
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
For a comparison of other principal Service Providers for the GP and WF
Funds, see Exhibit C.
Comparison of Business Structures
Federal securities laws largely govern the way that 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 Board of Trustees, except as described below, that the Wells Fargo
Funds' Board may take certain additional types of actions without the need for
shareholder approval.
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. For example, 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.
12
<PAGE>
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.
<TABLE>
<CAPTION>
Great Plains Funds Wells Fargo Funds
---------------------------- ------------------------------------------------------------
<C> <S>
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.
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.
Completion of the Reorganization is subject to certain conditions set forth
in the Reorganization plan. 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. Last, the closing of the Reorganization is conditioned upon
the GP Funds and WF Funds receiving 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.
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:
. 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
13
<PAGE>
fund. (There are only 4 reorganizing GP Funds, because the GP International
Equity Fund, which is substantially owned by the GP Equity Fund, will be
collapsed into the GP Equity Fund 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.
. 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 successor 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.
. MARKET PRESENCE
The Reorganization is expected to result in 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 increase as fund or fund
family assets increase by giving fund portfolio managers broader investment
opportunities and lower trading costs.
. IMPROVED OPERATING EFFICIENCIES
The WF Funds are expected 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.
. COMPATIBLE OBJECTIVES AND INVESTMENT STRATEGIES
Each WF Fund has an objective(s) and investment strategies that are
compatible with those of its corresponding GP Fund.
. EXPENSES OF THE REORGANIZATION
Well Fargo has agreed to pay all of the expenses of the Reorganization so
that shareholders of the GP Funds and WF Funds will not bear these costs.
14
<PAGE>
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.
<TABLE>
<CAPTION>
Average Annual Total Returns as of 10 Years or
December 31, 1999 1 Year 5 Years Since Inception
---------------------------------- ------- ------- ---------------
<S> <C> <C> <C>
GP Equity Fund* (1.09%) 18.73% 12.25%
WF Equity Income Fund (11/11/94) 8.28% 22.15% 15.47%**
GP Intermediate Bond Fund* (1.89%) 7.11% 6.89%
WF Income Fund (8/2/93) (3.91%) 6.67% 6.94%**
GP Premier Fund* 3.34% 15.47% 11.07%
WF Small Cap Value Fund (10/15/97) 10.59% 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 adversely
affected.
** 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.
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
its 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.
15
<PAGE>
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:
. Neither a GP Fund nor the corresponding WF Fund will recognize any gain
or loss as a result of the Reorganization.
. 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.
. 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.
. 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.
In addition, in the event that Great Plains Funds and Wells Fargo Funds are
unable to obtain a tax opinion with respect to a particular reorganization,
they are permitted under the Agreement and Plan of Reorganization to waive the
receipt of such tax opinion as a condition to their obligation to consummate
the reorganization. As of the date of this proxy statement/prospectus, neither
Great Plains Funds nor Wells Fargo Funds intend to waive the receipt of the
tax opinion as a condition to its obligation to consummate the Reorganization.
In the event of a failure to obtain a tax opinion for a particular
reorganization and a determination by Great Plains Funds and Wells Fargo Funds
to waive such condition to the consummation of the reorganization, Great
Plains Funds will resolicit the votes of the GP Fund shareholders of the
affected GP Fund to approve the reorganization without such an 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 the GP Funds and the WF Funds 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.
16
<PAGE>
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. For example, the main
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.
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.
17
<PAGE>
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>
Net Assets under
Management as of
Name of Fund May 23, 2000 Advisory Fee
------------------------- ---------------- ------------
<S> <C> <C>
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 advisory fees
are the same as those under the Prior Advisory Agreement and listed in the
chart above.
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 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>
Name of Fund Aggregate Amount Paid
------------------------- ---------------------
<S> <C>
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 D. 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 D.
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) CFI's representations that it
would provide investment advisory and other services to the GP Funds
18
<PAGE>
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 provided to you to solicit your vote for
use at the 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 23, 2000 are entitled to notice of and
to vote at the Meeting. Each share held as of the close of business on June
23, 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.
19
<PAGE>
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>
Total Net Shares Net Asset Value
GP Funds into WF Funds Assets Outstanding Per Share
------------------------------ -------------- ----------- ---------------
<S> <C> <C> <C>
GP Intermediate Bond Fund $ 127,073,883 13,019,865 $ 9.76
Pro Forma WF Income Fund
(Institutional Shares) $ 557,721,802 61,170,139 $ 9.12
(as of 11/30/99)
GP Premier Fund $ 24,355,058 2,445,287 $ 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>
Outstanding Shares
As of the Record Date, the GP Funds and its corresponding WF Fund had the
following numbers of shares outstanding:
<TABLE>
<CAPTION>
Number of Shares
GP Funds Outstanding WF Fund
---------------------- ---------------- ------------------------
<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>
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 TO BE INSERTED]
To the knowledge of the GP Funds and the WF Funds, the following are the
only persons who owned of record or beneficially, 25% percent or more of the
outstanding shares of any of the GP Funds or the WF Funds:
[TABLE TO BE INSERTED]
20
<PAGE>
In addition, as of [June , 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.
21
<PAGE>
EXHIBIT A--FEE TABLES
These tables describe the fees and expenses that you may pay if you buy and
hold shares of a Fund. 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>
<CAPTION>
WF Equity Income Fund
GP Equity Fund (Institutional Class)
-------------- ---------------------
<S> <C> <C>
Shareholder Fees (fees paid directly from
your investment):
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price).... 5.00% None
Maximum Deferred Sales Charge (Load) (as
a percentage of the lower of the NAV on
the date of original purchase or the
NAV on the date of the redemption)..... None None
Annual Fund Operating Expenses (expenses
that are deducted from fund assets, as a
percentage of average net assets)
Management fee.......................... 0.75% 0.75%
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 used to invest a portion of its assets in the GP
International Equity Fund. Management intends to dissolve the GP
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. The fees in this
table are restated to reflect the fees that the GP Equity Fund will be
contractually obligated to pay after the GP International Equity Fund is
dissolved. 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>
<CAPTION>
WF Equity Income
GP Equity Fund Fund (Institutional)
-------------- -------------------
<S> <C> <C>
One Year................................. $ 645 $ 87
Three Year............................... $ 950 $ 297
Five Year................................ $1,278 $ 525
Ten Year................................. $2,201 $1,179
</TABLE>
A-1
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
GP Intermediate WF Income Fund
Bond Fund (Institutional Class)
--------------- ---------------------
<S> <C> <C>
Shareholder Fees (fees paid directly from
your investment):
Maximum Sales Charge (Load) on
Purchases (as a percentage of offering
price)................................ 3.00% None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)........................... None None
Annual Fund Operating Expenses (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% 0.27%
Shareholder Services Fee............... 0.25% N/A
Total Annual Fund Operating Expenses
(Gross)............................... 1.25%/1/ 0.77%
Waivers................................ 0.02%/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 November 5, 2000. 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 WF Income Fund
Bond Fund (Institutional)
--------------- --------------
<S> <C> <C>
One Year..................................... $ 424 $ 79
Three Year................................... $ 685 $246
Five Year.................................... $ 966 $428
Ten Year..................................... $1,766 $954
</TABLE>
A-2
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
WF Small Cap Value
GP Premier Fund Fund (Institutional Class)
--------------- -------------------------
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases (as a percentage of
offering price).................. 5.00% None
Maximum Deferred Sales Charge
(Load) (as a percentage of the
lower of the NAV on the date of
original purchase or the NAV on
the date of the redemption)...... None None
Annual Fund Operating Expenses
(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 November 5, 2000. 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 $ 173
Three Year................................ $1,131 $ 536
Five Year................................. $1,582 $ 923
Ten Year.................................. $2,829 $2,009
</TABLE>
A-3
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
WF Nebraska Tax-Free
GP Tax-Free Fund (Institutional
Bond Fund Class)
----------- --------------------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as
a percentage of offering price)............ 3.00% None
Maximum Deferred Sales Charge (Load) (as a
percentage of the lower of the NAV on the
date of original purchase or the NAV on the
date of the redemption).................... None None
Annual Fund Operating Expenses (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>
A-4
<PAGE>
EXHIBIT B--COMPARISON OF INVESTMENT OBJECTIVES AND STRATEGIES
WF EQUITY INCOME FUND
Comparison of: GP Equity Fund which will reorganize into
WF EQUITY INCOME FUND
Objectives:
----------
<TABLE>
-------------------------------------------------------------------------------
<C> <S>
GP Equity Fund: . seeks to achieve total return (consisting of current
income and capital appreciation) over the long-term.
-------------------------------------------------------------------------------
WF Equity Income Fund: . seeks long-term capital appreciation and above-
average dividend income.
-------------------------------------------------------------------------------
</TABLE>
Investment Strategies:
---------------------
<TABLE>
-------------------------------------------------------------------------------
<C> <S>
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 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 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 Fund: The Fund is a gateway fund that invests substantially
all of its assets in a core portfolio with
substantially similar investment objectives and
strategies. The Fund invests primarily in the common
stock of large, high quality domestic companies that
have above-average return potential based on current
market valuations. The Fund primarily emphasizes
investments in securities of companies with above-
average dividend income. The Fund uses various
valuation measures when selecting securities for the
portfolio, including above-average dividend yields and
below industry average price-to-earnings, price to
book and price-to-sales ratios. The Fund considers
"large" companies to be those whose market
capitalizations is greater than the median of the
Russell 1000 Index. 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
reserves the right to invest in preferred stock,
convertible securities and foreign securities. The
Fund ordinarily will limit its investment in one
issuer to 10% or less of its total assets.
-------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Portfolio Managers
----------------------------------------------------------------
<C> <S>
----------------------------------------------------------------
GP Equity Fund H. Cameron Hinds
----------------------------------------------------------------
WF Equity Income Fund David L. Roberts, CFA; Gary J. Dunn, CFA
----------------------------------------------------------------
</TABLE>
B-1
<PAGE>
WELLS FARGO INCOME FUND
Comparison of: GP Intermediate Bond Fund which will reorganize into
WF INCOME FUND
Objectives:
----------
<TABLE>
-----------------------------------------------------------------------------------------------------
<S> <C>
GP Intermediate Bond . seeks total return (consisting of current income and capital appreciation).
Fund:
-----------------------------------------------------------------------------------------------------
WF Income Fund: . seeks long-term capital appreciation.
-----------------------------------------------------------------------------------------------------
</TABLE>
Investment Strategies:
---------------------
<TABLE>
-------------------------------------------------------------------------------
<C> <S>
GP Intermediate Bond Fund: The Fund pursues its goal by investing primarily
in a diversified portfolio of investment 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
common stocks and other equity securities. 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. 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:
. 70% of its total assets in corporate debt
securities;
. 30% of its total assets in U.S. Government
obligations;
. up to 50% of its total assets in mortgage-backed
securities, and up to 25% in other asset backed
securities;
. at least 80% of its total assets in investment-
grade securities.
-------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Portfolio Managers
--------------------------------------------------
<C> <S>
--------------------------------------------------
GP Intermediate Bond Fund Robert A. Campbell
--------------------------------------------------
WF Income Fund Marjorie H. Grace, CFA
--------------------------------------------------
</TABLE>
B-2
<PAGE>
WF SMALL CAP VALUE FUND
Comparison of: GP Premier Fund which will reorganize into
WF SMALL CAP VALUE FUND
Objectives:
----------
<TABLE>
------------------------------------------------------------------------------
<C> <S>
GP Premier Fund . seeks to achieve total return (consisting of
current income and capital appreciation) over the
long-term.
------------------------------------------------------------------------------
WF Small Cap Value Fund: . seeks long-term capital appreciation and above-
average dividend income.
------------------------------------------------------------------------------
</TABLE>
Investment Strategies:
---------------------
<TABLE>
-------------------------------------------------------------------------------
<C> <S>
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: The Fund is a gateway fund that invests
substantially all of its assets in a core portfolio
with substantially similar investment objectives and
strategies. The Portfolio seeks capital appreciation
by investing in common stocks of smaller companies.
The Portfolio 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. 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.
-------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Portfolio
Managers
------------------------------------------------
<C> <S>
------------------------------------------------
GP Premier Fund: H. Cameron Hinds
------------------------------------------------
WF Small Cap Value Portfolio: Steven Smith
</TABLE>
B-3
<PAGE>
WF NEBRASKA TAX-FREE FUND
Comparison of: GP Tax Free Bond Fund which will reorganize into
WF NEBRASKA TAX-FREE FUND
Objectives:
----------
<TABLE>
<C> <S>
GP Tax-Free Bond Fund: . 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: . seeks current income exempt from federal income
tax and Nebraska personal income tax.
</TABLE>
Investment Strategies:
---------------------
<TABLE>
-------------------------------------------------------------------------------
<C> <S>
GP Tax-Free Bond Fund: The Fund pursues its goals by investing in a non-
diversified portfolio of debt obligations issued
by 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.
-------------------------------------------------------------------------------
WF Nebraska Tax-Free Fund: The WF Nebraska Tax-Free pursues its goals by
investing primarily in investment grade Nebraska
municipal securities of varying maturities. The
Fund buys municipal securities of any 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.
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 federal alternative
minimum tax ("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.
-------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Portfolio Managers
---------------------------------------------------
<C> <S>
GP Tax-Free Bond Fund Robert A. Campbell
---------------------------------------------------
WF Nebraska Tax-Free Fund Mark Walters;
Steve Galiani
---------------------------------------------------
</TABLE>
B-4
<PAGE>
EXHIBIT C--PRINCIPAL SERVICE PROVIDERS
The following is a list of principal service providers for the GP Funds and WF
Funds:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Service Providers
----------------------------------------------------------
Service GP Funds WF Funds
---------------------------------------------------------------------------------------
<S> <C> <C>
Investment Advisor First Commerce Investors, Wells Fargo, N.A.
Inc.
---------------------------------------------------------------------------------------
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, Norwest Bank Minnesota, N.A.
Lincoln, Nebraska
---------------------------------------------------------------------------------------
Fund Accountant Federated Services Company Forum Accounting Services,
LLC
---------------------------------------------------------------------------------------
Transfer Agent and Federated Shareholder Boston Financial Data
Dividend Disbursing Agent Services Company Services, Inc.
---------------------------------------------------------------------------------------
Independent Auditors Deloitte & Touche LLP KPMG LLP
---------------------------------------------------------------------------------------
Legal Counsel Bell, Boyd & Lloyd LLC Morrison & Foerster LLP
---------------------------------------------------------------------------------------
</TABLE>
C-1
<PAGE>
EXHIBIT D--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.
. 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
----------------------------------------------------------------------------------
<C> <C> <S>
H. Cameron Hinds Director President and Chief
610 NBC Center Financial Officer of
Lincoln, Nebraska 68508 FCI.
----------------------------------------------------------------------------------
Brad Korell Director President of National
610 NBC Center Bank of Commerce.
Lincoln, Nebraska 68508
----------------------------------------------------------------------------------
James Stuart II Director Chairman of the Board
610 NBC Center and Chief Executive
Lincoln, Nebraska 68508 Officer of National Bank
of Commerce.
----------------------------------------------------------------------------------
James Stuart, III Chairman of the Board and Chairman and Chief
610 NBC Center Chief Executive Officer Executive Officer of
Lincoln, Nebraska 68508 FCI.
----------------------------------------------------------------------------------
Lee Stuart Director Vice President of
610 NBC Center National Bank of
Lincoln, Nebraska 68508 Commerce.
----------------------------------------------------------------------------------
</TABLE>
. The chart below lists the each officer or director of Great Plains Funds
who is an officer, director, general partner or shareholder of FCI:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Position with Great Plains Position or
Name Funds Connection with FCI
-------------------------------------------------------------------------------
<C> <C> <S>
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>
D-1
<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>
----------------------------------------------------------------------------------------------------
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>
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:
(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 Income Fund and
WF Small Cap Value Fund as of the WF Equity 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,
<PAGE>
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 occured for the periods
presented. Pro forma financial statements for the GP Equity Fund and
the WF Equity Income Fund are not included because as of May 10,
2000, the assets of the GP Equity Fund would constitute less than
10% of the assets of the WF Equity Income Fund.
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.
<PAGE>
WELLS FARGO FUNDS - INCOME FUND
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES (Unaudited) - November 30, 1999
<TABLE>
<CAPTION>
Great Plains
Wells Fargo Intermediate Pro Forma Pro Forma
Income Fund Bond Fund Adjustments Combined
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value (see cost below) $ 457,954,852 $ 125,832,355 $ 583,787,207
Cash 0 846 846
Receivables:
Interest 7,078,095 1,921,494 8,999,589
Fund shares sold 2,606,193 0 2,606,193
Organization expenses, net of amortization 0 5,686 $ (5,686)(1) 0
Prepaid expenses and other assets 6,240 0 5,686 (1) 11,926
Total Assets 467,645,380 127,760,381 595,405,761
LIABILITIES
Payables:
Investment securities purchased 6,803,933 0 6,803,933
Distributions to shareholders 1,433,098 619,071 2,052,169
Fund shares redeemed 969,988 0 969,988
Due to distributor 24,286 0 24,286
Due to advisor and affiliates 194,835 0 194,835
Other 72,460 67,427 139,887
Total Liabilities 9,498,600 686,498 10,185,098
TOTAL NET ASSETS $ 458,146,780 $ 127,073,883 $ 585,220,663
Net assets consist of:
Paid-in capital $ 498,698,265 $ 127,214,936 $ (7,019)(2) $ 625,906,182
Undistributed net investment income (loss) 0 (7,019) 7,019 (2) 0
Undistributed net realized gain (loss)
on investments (20,993,457) 207,839 (20,785,618)
Net unrealized appreciation (depreciation)
of investments (19,558,028) (341,873) (19,899,901)
TOTAL NET ASSETS $ 458,146,780 $ 127,073,883 $ 585,220,663
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 17,334,381 $ 127,073,883 $ (127,073,883)(3) $ 17,334,381
Shares outstanding - Class A 1,899,470 13,019,865 (13,019,865)(3) 1,899,470
Net asset value per share - Class A $ 9.13 $ 9.76 $ 9.13
Maximum offering price per share - Class A $ 9.56 $ 10.06 $ 9.56
Net assets - Class B $ 10,156,480 $ 10,156,480
Shares outstanding - Class B 1,114,485 1,114,485
Net asset value and offering price per
share - Class B $ 9.11 $ 9.11
Net assets - Institutional Class $ 430,655,919 $ 127,073,883 (3) $ 557,729,802
Shares outstanding - Institutional Class 47,236,602 13,938,131 (3) 61,174,730
Net asset value and offering price per
share - Institutional Class $ 9.12 $ 9.12
INVESTMENT AT COST $ 477,512,880 $ 126,174,228 $ 603,687,108
</TABLE>
-------------------------------------------------------------------------------
(1) Wells Fargo Bank will absorb the balance of unamortized organization
expenses of the Great Plains Intermediate Bond Fund.
(2) To reclass to paid-in capital the accumulated net investment loss of the
Great Plains Intermediate Bond Fund, because it cannot be carried over to
the Wells Fargo Income Fund.
(3) Class I shares of the Wells Fargo Income Fund (Acquiring Fund) will be
issued in exchange for Class A shares of the Great Plains Intermediate Bond
Fund (Target Fund).
<PAGE>
WELLS FARGO FUNDS - INCOME FUND
PRO FORMA STATEMENT OF OPERATIONS - For the year ended November 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
Great Plains
Wells Fargo Intermediate Pro Forma Pro Forma
Income Fund Bond Fund Adjustments Combined
----------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 25,930,070 $ 8,617,342 $ 34,547,412
Securities lending income 181,794 0 181,794
Total Investment Income 26,111,864 8,617,342 34,729,206
EXPENSES
Advisory fees 1,862,821 661,642 2,524,463
Administration fees 387,053 182,705 $ 188,368 (1) 758,126
Custody fees 54,191 22,740 24,152 (1) 101,083
Shareholder servicing fees 4,030 330,821 (281,892)(1) 52,959
Portfolio accounting fees 85,968 55,914 (35,744)(1) 106,138
Transfer agency fees 869,626 29,172 60,955 (1) 959,753
Distribution fees 67,320 330,821 (339,807)(1) 58,334
Legal and audit fees 10,407 22,920 (8,332)(1) 24,995
Registration fees 48,827 5,011 53,838
Directors' fees 13,611 7,644 (7,644)(1) 13,611
Shareholder reports 17,710 5,606 23,316
Other 81,742 9,705 91,447
Total Expenses 3,503,306 1,664,701 4,768,062
Less:
Waived fees and reimbursed expenses fees (644,570) (661,642) 440,069 (1) (866,143)
Net expenses 2,858,736 1,003,059 3,901,920
NET INVESTMENT INCOME (LOSS) 23,253,128 7,614,283 30,827,286
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain (loss) on sale of investments (11,848,477) (171,675) (12,020,152)
Net change in unrealized appreciation
or depreciation of investments (23,777,114) (8,966,854) (32,743,968)
Net Gain (Loss) on Investments (35,625,591) (9,138,529) (44,764,120)
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ (12,372,463) $ (1,524,246) $ (13,936,834)
</TABLE>
-------------------------------------------------------------------------------
(1) To adjust expenses to reflect the Combined Fund's estimated fees and
expenses, based on contractual rates or elimination of duplicative services.
<PAGE>
WELLS FARGO FUNDS - INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS (Unaudited) - November 30, 1999
<TABLE>
<CAPTION>
PRINCIPAL
---------------------------------------------------------
GP
Intermediate Pro Forma Coupon
WF Income Bond Combined Security Name Rate
<C> <C> <C> <S> <C>
CORPORATE BONDS
$ 0 $ 2,000,000 $ 2,000,000 ABN-AMRO Bank NV Chicago 6.63
0 1,000,000 1,000,000 AT&T Corporation 6.00
0 1,000,000 1,000,000 Anheuser-Busch Companies Incorporated 7.00
0 1,000,000 1,000,000 AON Corporation 6.30
0 1,000,000 1,000,000 Associates Corporation of North America 7.50
0 2,000,000 2,000,000 Bayerische Landesbank-NY 6.38
0 2,000,000 2,000,000 Bear Stearns Companies Incorporated 7.00
0 2,000,000 2,000,000 Campbell Soup Company 6.90
0 1,000,000 1,000,000 Cox Communications Incorporation 7.00
0 1,000,000 1,000,000 DaimlerChrysler AG 6.90
0 1,500,000 1,500,000 Deere & Company 6.55
0 2,000,000 2,000,000 Walt Disney Company 6.75
0 1,000,000 1,000,000 First Data Corporation 6.63
0 1,000,000 1,000,000 Ford Motor Credit Corporation 7.50
0 2,000,000 2,000,000 Ford Motor Credit Corporation 6.63
0 1,000,000 1,000,000 GTE South Incorporated 6.00
0 1,000,000 1,000,000 Hertz Corporation 7.63
0 1,500,000 1,500,000 Honeywell Incorporated 7.13
0 1,000,000 1,000,000 Household Finance Corporation 7.20
0 1,000,000 1,000,000 IBM Credit Corporation 6.20
0 2,000,000 2,000,000 Merrill Lynch & Company Incorporated 6.25
0 2,000,000 2,000,000 Northern Trust Corporation 7.30
0 2,000,000 2,000,000 Wells Fargo & Company 6.63
0 2,000,000 2,000,000 Philip Morris Companies Incorporated 7.50
0 1,500,000 1,500,000 Pitney Bowes Incorporated 5.95
0 1,500,000 1,500,000 Rockwell International Corporation 6.15
0 1,000,000 1,000,000 E.W. Scripps Company 6.38
0 2,000,000 2,000,000 Texaco Capital Incorporated 6.00
0 1,500,000 1,500,000 United Technologies Corporation 6.40
0 1,000,000 1,000,000 Ford Motor Credit Corporation 7.00
0 2,000,000 2,000,000 General Motors Acceptance Corporation 6.88
0 1,000,000 1,000,000 International Lease Finance Corporation 6.88
0 2,000,000 2,000,000 Lucent Technologies Incorporated 6.90
0 1,000,000 1,000,000 Sony Corporation 6.13
3,000,000 0 3,000,000 AT&T Capital Corporation 6.75
6,500,000 0 6,500,000 AMBAC Incorporated 9.38
4,000,000 0 4,000,000 Anheuser-Busch Companies 9.00
4,500,000 0 4,500,000 BankBoston Corporation 6.88
3,500,000 0 3,500,000 Bank United Corporation 8.00
3,000,000 0 3,000,000 Bankers Trust Corp 7.38
3,000,000 0 3,000,000 Bayerische Landesbank, NY 6.20
4,000,000 0 4,000,000 CSC Holdings Inc 7.63
4,000,000 0 4,000,000 Chevron Corporation 6.63
1,027,000 0 1,027,000 Continental 6.80
6,861,000 0 6,861,000 Dell Computer Corp. 7.10
774,000 0 774,000 Deposit Guaranty Corp 7.25
5,000,000 0 5,000,000 Dupont E I De Nemours Co 6.88
4,500,000 0 4,500,000 Dresdner Funding Trust I 8.15
774,000 0 774,000 Farmers Exchange Capital 7.20
752,000 0 752,000 Federal Express 7.52
5,000,000 0 5,000,000 Federal-Mogul Corp 7.75
4,500,000 0 4,500,000 First Data Corp 6.38
1,500,000 0 1,500,000 Flowers Industries Inc 7.15
3,000,000 0 3,000,000 Ford Motor Co 6.38
3,000,000 0 3,000,000 Ford Motor Company 7.45
6,000,000 0 6,000,000 General Electric Capital 8.70
5,000,000 0 5,000,000 GE Capital Corporation 8.63
7,000,000 0 7,000,000 Goldman Sachs 7.35
3,000,000 0 3,000,000 Gruma SA de CV 7.63
5,000,000 0 5,000,000 Hertz Corp 7.63
5,000,000 0 5,000,000 Imperial Tobacco 7.13
4,000,000 0 4,000,000 IBM Corp 8.38
6,350,000 0 6,350,000 IBM Corp 7.50
5,000,000 0 5,000,000 Key Bank NA 6.50
3,000,000 0 3,000,000 Korea Development Bank 7.13
4,500,000 0 4,500,000 LCI Int'l Inc (Qwest) 7.25
5,000,000 0 5,000,000 Lehman Brothers Holdings 8.50
1,819,000 0 1,819,000 Mass Institute of Tech 7.25
6,800,000 0 6,800,000 Merck & Co Inc 6.40
250,000 0 250,000 Midland Bank plc 6.95
387,000 0 387,000 Nabisco Inc 6.00
5,000,000 0 5,000,000 NationsBank Corporation 7.80
271,000 0 271,000 Northwest Airlines 6.81
5,968,000 0 5,968,000 Oracle Corporation 6.72
5,000,000 0 5,000,000 PNC Bank Corp. 6.50
677,000 0 677,000 Prudential Insurance Co 7.65
4,500,000 0 4,500,000 Providian National Bank 6.65
4,500,000 0 4,500,000 Rouse Company 8.50
5,000,000 0 5,000,000 Saks Inc 7.50
2,500,000 0 2,500,000 Society Corporation 8.13
1,200,000 0 1,200,000 Southwest Airlines 7.88
4,500,000 0 4,500,000 Staples, Inc. 7.13
968,000 0 968,000 Susa Partnership LP 8.20
3,000,000 0 3,000,000 Teleglobe Inc 7.20
774,000 0 774,000 Whitman Corporation 7.29
290,000 0 290,000 AK Steel Corporation 9.13
968,000 0 968,000 Applied Materials, Inc. 7.00
203,000 0 203,000 Aramark Corp 6.75
774,000 0 774,000 Bausch & Lomb, Inc. 6.75
194,000 0 194,000 CSC Holdings Inc 7.25
387,000 0 387,000 Calenergy Co Inc 7.23
194,000 0 194,000 Calpine Corporation 7.63
1,161,000 0 1,161,000 Equitable Life Assur Soc 6.95
194,000 0 194,000 Federal Mogul Corp. 7.50
968,000 0 968,000 First Bank Systems Inc. 8.00
194,000 0 194,000 GS Escrow Corporation 7.13
387,000 0 387,000 Gulf Canada Resources Ltd 8.35
194,000 0 194,000 HMH Properties 7.88
541,000 0 541,000 Tommy Hilfiger 6.50
774,000 0 774,000 IMC Global Inc 7.63
194,000 0 194,000 Imax Corporation 7.88
774,000 0 774,000 Kohls Corporation 6.70
774,000 0 774,000 Levi Strauss 6.80
968,000 0 968,000 Lincoln National Corp 7.25
387,000 0 387,000 Mallinckrodt Inc. 6.30
147,000 0 147,000 Niagara Mohawk Power 7.38
387,000 0 387,000 Northwest Airlines 8.38
861,000 0 861,000 Old Kent Financial Corp 6.63
774,000 0 774,000 Pep Boys 6.71
541,000 0 541,000 Potomac Capital Investmnt 7.05
290,000 0 290,000 Qwest Communications Intl 7.50
387,000 0 387,000 R & B Falcon Corp 6.75
968,000 0 968,000 Reinsurance Group of Amer 7.25
968,000 0 968,000 Reliastar Financial Corp 7.13
1,161,000 0 1,161,000 Royal Caribbean Cruises 7.13
1,161,000 0 1,161,000 Charles Schwab Corp. 6.88
388,000 0 388,000 Teekay Shipping Corp 8.32
387,000 0 387,000 Tenet Healthcare Corp. 7.88
968,000 0 968,000 Terra Nova (UK) Holdings 7.20
725,000 0 725,000 Texas Utilities Company 6.20
581,000 0 581,000 Toro Company 7.13
774,000 0 774,000 Williams Companies, Inc. 6.13
ASSET BACKED SECURITIES
7,000,000 0 7,000,000 Greentree, Ser 1997-6 A7 7.14
1,557,367 0 1,557,367 First USA Consumer Trust 6.50
1,355,000 0 1,355,000 Chevy Chase Master Card 5.81
1,161,000 0 1,161,000 Aesop Funding 6.14
1,097,904 0 1,097,904 Green Tree Financial Co. 6.86
968,000 0 968,000 FHLMC 7.49
935,921 0 935,921 First Plus Home Loan Tr 7.47
774,000 0 774,000 Loop Funding Master Trust 5.86
774,000 0 774,000 Oakwood Mortgage Investrs 7.10
774,000 0 774,000 Rental Car Finance Corp 6.70
581,000 0 581,000 Chase Funding Mortgage 6.66
355,669 0 355,669 Sequia Mortgage Trust 5.82
MORTGAGE BACKED SECURITIES
0 672,184 672,184 FHLMC, Pool C90110 7.00
0 738,207 738,207 FHLMC, Pool C90137 7.50
0 1,481,524 1,481,524 FHLMC, Pool D67055 6.50
0 1,294,615 1,294,615 FHLMC, Pool E00419 6.50
0 685,710 685,710 FHLMC, Pool E00422 7.00
0 993,772 993,772 FHLMC, Pool E20193 6.50
0 1,057,102 1,057,102 FHLMC, Pool E20222 6.50
0 1,170,793 1,170,793 FHLMC, Pool E65893 7.00
0 115,107 115,107 FHLMC, Pool G50311 7.50
0 399,161 399,161 FHLMC, Pool L80191 6.50
0 857,028 857,028 FHLMC, Pool M80419 6.50
0 536,994 536,994 FHLMC, Pool N96562 7.00
0 633,770 633,770 FNMA, Pool 190946 7.00
0 568,899 568,899 FNMA, Pool 250109 8.00
0 1,965,458 1,965,458 FNMA, Pool 252709 7.00
0 1,299,138 1,299,138 FNMA, Pool 344834 7.00
0 1,254,058 1,254,058 FNMA, Pool 374141 7.00
0 5,165 5,165 GNMA, Pool 148808 10.00
0 36,945 36,945 GNMA, Pool 162491 8.50
0 89,736 89,736 GNMA, Pool 174385 8.50
0 36,506 36,506 GNMA, Pool 197932 9.00
0 833,646 833,646 GNMA, Pool 2056 7.50
0 2,155,498 2,155,498 GNMA, Pool 2167 6.50
0 27,043 27,043 GNMA, Pool 231053 9.00
0 1,393 1,393 GNMA, Pool 257878 10.00
0 56,379 56,379 GNMA, Pool 259139 10.00
0 3,975 3,975 GNMA, Pool 263286 10.00
0 25,332 25,332 GNMA, Pool 263418 9.00
0 3,778 3,778 GNMA, Pool 272756 9.50
0 20,591 20,591 GNMA, Pool 275464 9.00
0 6,883 6,883 GNMA, Pool 287342 10.00
0 28,190 28,190 GNMA, Pool 313219 9.50
0 21,063 21,063 GNMA, Pool 354475 7.50
0 82,193 82,193 GNMA, Pool 369688 7.50
0 60,149 60,149 GNMA, Pool 44220 11.50
9,923,543 0 9,923,543 GNMA Pool 434527 8.00
8,453,818 0 8,453,818 FNMA Pool 398325 6.00
6,711,579 0 6,711,579 FNMA Pool 253008 8.00
6,656,953 0 6,656,953 FHLMC 6.50%, 5/1/29 6.50
5,949,613 0 5,949,613 FHLMC Pool E00732 6.50
5,898,460 0 5,898,460 FHLMC Pool C80461 7.00
4,999,696 0 4,999,696 GNMA 7.50
4,958,865 0 4,958,865 FNMA 7.50
4,990,595 0 4,990,595 GNMA II, 7.00% 7.00
4,775,443 0 4,775,443 FNMA Pool 492910 7.50
4,659,497 0 4,659,497 GNMA Pool 780977 7.50
4,740,109 0 4,740,109 GNMA Pool 491192 7.00
4,827,181 0 4,827,181 FNMA Pool 449466 6.50
4,736,697 0 4,736,697 FNMA Pool 454390 6.00
3,839,812 0 3,839,812 FNMA Pool 455607 6.00
3,545,842 0 3,545,842 GNMA 30 Year TBA 7.00
1,873,447 0 1,873,447 FNMA Pool 429604 6.00
1,427,538 0 1,427,538 FNMA Pool 415714 6.00
1,183,796 0 1,183,796 GNMA Pool 473918 7.00
1,109,473 0 1,109,473 FNMA Pool 486524 6.50
1,002,577 0 1,002,577 FHLMC 5.79
954,682 0 954,682 FNMA Pool 380581 6.18
894,564 0 894,564 FNMA Pool 415414 6.50
710,009 0 710,009 FNMA Pool 408118 6.50
537,492 0 537,492 FNMA Pool 417648 6.00
1,512 0 1,512 FNMA Pool 303414 6.50
GOVERNMENT AGENCIES
4,740,000 0 4,740,000 FNMA 6.25
2,844,000 0 2,844,000 FNMA 6.16
100,000 0 100,000 FHLMC 7.05
968,000 0 968,000 FNMA 6.00
0 1,000,000 1,000,000 FHLB 5.63
0 1,500,000 1,500,000 FHLB 6.50
0 1,000,000 1,000,000 FHLB 7.01
0 2,000,000 2,000,000 FHLB 6.00
0 3,000,000 3,000,000 FHLB 7.20
0 1,000,000 1,000,000 FHLB 5.50
0 2,000,000 2,000,000 FHLB 7.70
0 1,000,000 1,000,000 FHLMC 6.13
0 2,000,000 2,000,000 FHLMC 6.48
0 4,000,000 4,000,000 FHLMC 7.93
0 1,000,000 1,000,000 FNMA 5.91
0 1,670,000 1,670,000 FNMA 5.13
0 3,000,000 3,000,000 FNMA 6.63
0 1,000,000 1,000,000 FNMA 7.93
0 2,000,000 2,000,000 FNMA 8.20
0 1,000,000 1,000,000 FNMA 8.43
0 3,000,000 3,000,000 SLMA 7.30
U.S. TREASURY OBLIGATIONS
0 550,000 550,000 Treasury Bonds 8.25
0 600,000 600,000 Treasury Notes 8.00
0 1,000,000 1,000,000 Treasury Notes 6.25
0 1,000,000 1,000,000 Treasury Notes 6.50
0 1,000,000 1,000,000 Treasury Bonds 8.00
0 2,000,000 2,000,000 Treasury Notes 5.88
0 2,000,000 2,000,000 Treasury Notes 6.25
0 2,000,000 2,000,000 Treasury Bonds 8.75
0 2,600,000 2,600,000 Treasury Bonds 9.13
0 3,250,000 3,250,000 Treasury Notes 7.50
4,000,000 0 4,000,000 Treasury Bonds 11.88
5,000,000 0 5,000,000 Treasury Bonds 6.00
4,000,000 1,000,000 5,000,000 Treasury Notes 7.00
4,000,000 1,500,000 5,500,000 Treasury Notes 7.50
5,000,000 0 5,000,000 Treasury Bonds 9.88
6,500,000 0 6,500,000 Treasury Bonds 10.75
7,000,000 0 7,000,000 Treasury Notes 7.50
6,500,000 0 6,500,000 Treasury Bonds 8.13
11,000,000 0 11,000,000 Treasury Notes 7.50
13,000,000 0 13,000,000 Treasury Bonds 8.13
12,500,000 0 12,500,000 Treasury Bonds 8.88
13,000,000 0 13,000,000 Treasury Notes 10.75
1,000,000 1,000,000 2,000,000 Treasury Notes 7.25
3,000,000 0 3,000,000 Treasury Bonds 5.25
3,019,000 0 3,019,000 Treasury Bonds 6.75
FLOATING RATE BOND/NOTES
774,000 0 774,000 Genfinance Luxembourg SA 6.14
1,355,000 0 1,355,000 Van Kampen CLO 6.48
COLLATERALIZED MORTGAGE OBLIGATIONS
728,626 0 728,626 AMBS CS1012 1 7.06
581,000 581,000 Saco I Inc. 7.00
MUNICIPAL BONDS/NOTES
774,000 0 774,000 Hudson Cnty NJ Lease Rev 7.40
4,000,000 0 4,000,000 Denver CO Sch District 6.49
1,223,000 0 1,223,000 New York City, GO 6.10
778,000 0 778,000 Western MN Mun Pwr Agy 6.33
405,000 0 405,000 Washington St GO 6.60
COMMERCIAL PAPER
0 1,000,000 1,000,000 Associates Corp. of North America CP
0 1,000,000 1,000,000 Ford Motor Credit Co. CP
0 1,000,000 1,000,000 General Electric Capital Corp. CP
0 1,000,000 1,000,000 General Motors Acceptance Corp.
CASH MANAGEMENT ACCOUNT
12,174,602 0 12,174,602 WFFT Cash Investment
CASH & EQUIVALENTS
0 1,618,759 1,618,759 Benchmark Diversified Fund
Total Investments, at Market Value
Total Investments, at Cost
</TABLE>
WELLS FARGO FUNDS - INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS (Unaudited) - November 30, 1999
<TABLE>
<CAPTION>
MARKET VALUE
---------------------------------------------
GP
Intermediate Pro Forma
Security Name Maturity Date WF Income Bond Combined
<S> <C> <C> <C> <C>
CORPORATE BONDS
ABN-AMRO Bank NV Chicago 10/31/01 $ 0 $ 1,995,427 $ 1,995,427
AT&T Corporation 3/15/09 0 922,815 922,815
Anheuser-Busch Companies Incorporated 9/1/05 0 1,001,327 1,001,327
AON Corporation 1/15/04 0 963,174 963,174
Associates Corporation of North America 4/15/02 0 1,015,816 1,015,816
Bayerische Landesbank-NY 10/15/05 0 1,939,547 1,939,547
Bear Stearns Companies Incorporated 3/1/07 0 1,951,076 1,951,076
Campbell Soup Company 10/15/06 0 1,997,614 1,997,614
Cox Communications Incorporation 8/15/01 0 998,909 998,909
DaimlerChrysler AG 9/1/04 0 998,750 998,750
Deere & Company 7/15/04 0 1,459,262 1,459,262
Walt Disney Company 3/30/06 0 1,982,558 1,982,558
First Data Corporation 4/1/03 0 989,490 989,490
Ford Motor Credit Corporation 1/15/03 0 1,016,736 1,016,736
Ford Motor Credit Corporation 6/30/03 0 1,981,449 1,981,449
GTE South Incorporated 2/15/08 0 928,273 928,273
Hertz Corporation 8/15/07 0 1,022,852 1,022,852
Honeywell Incorporated 4/15/08 0 1,488,205 1,488,205
Household Finance Corporation 7/15/06 0 998,848 998,848
IBM Credit Corporation 8/28/00 0 1,001,377 1,001,377
Merrill Lynch & Company Incorporated 1/15/06 0 1,911,867 1,911,867
Northern Trust Corporation 9/15/06 0 1,997,569 1,997,569
Wells Fargo & Company 3/15/03 0 1,984,962 1,984,962
Philip Morris Companies Incorporated 1/15/02 0 1,995,905 1,995,905
Pitney Bowes Incorporated 2/1/05 0 1,438,203 1,438,203
Rockwell International Corporation 1/15/08 0 1,399,941 1,399,941
E.W. Scripps Company 10/15/02 0 984,418 984,418
Texaco Capital Incorporated 6/15/05 0 1,907,713 1,907,713
United Technologies Corporation 9/15/01 0 1,492,606 1,492,606
Ford Motor Credit Corporation 9/25/01 0 1,004,734 1,004,734
General Motors Acceptance Corporation 7/15/01 0 2,005,681 2,005,681
International Lease Finance Corporation 5/1/01 0 1,001,706 1,001,706
Lucent Technologies Incorporated 7/15/01 0 2,012,197 2,012,197
Sony Corporation 3/4/03 0 976,781 976,781
AT&T Capital Corporation 12/1/00 3,015,000 0 3,015,000
AMBAC Incorporated 8/1/11 7,572,500 0 7,572,500
Anheuser-Busch Companies 12/1/09 4,525,000 0 4,525,000
BankBoston Corporation 7/15/03 4,477,500 0 4,477,500
Bank United Corporation 3/15/09 3,290,000 0 3,290,000
Bankers Trust Corp 5/1/08 2,973,750 0 2,973,750
Bayerische Landesbank, NY 2/9/06 2,820,000 0 2,820,000
CSC Holdings Inc 7/15/18 3,690,000 0 3,690,000
Chevron Corporation 10/1/04 3,975,000 0 3,975,000
Continental 7/2/07 973,083 0 973,083
Dell Computer Corp. 4/15/28 6,389,306 0 6,389,306
Deposit Guaranty Corp 5/1/06 750,780 0 750,780
Dupont E I De Nemours Co 10/15/09 4,918,750 0 4,918,750
Dresdner Funding Trust I 6/30/31 4,314,375 0 4,314,375
Farmers Exchange Capital 7/15/48 648,225 0 648,225
Federal Express 1/15/18 736,178 0 736,178
Federal-Mogul Corp 7/1/06 4,643,750 0 4,643,750
First Data Corp 12/15/07 4,280,625 0 4,280,625
Flowers Industries Inc 4/15/28 1,310,625 0 1,310,625
Ford Motor Co 2/1/29 2,565,000 0 2,565,000
Ford Motor Company 7/16/31 2,936,250 0 2,936,250
General Electric Capital 2/15/03 6,322,500 0 6,322,500
GE Capital Corporation 6/15/08 5,468,750 0 5,468,750
Goldman Sachs 10/1/09 6,938,750 0 6,938,750
Gruma SA de CV 10/15/07 2,647,500 0 2,647,500
Hertz Corp 8/15/07 5,100,000 0 5,100,000
Imperial Tobacco 4/1/09 4,556,250 0 4,556,250
IBM Corp 11/1/19 4,455,000 0 4,455,000
IBM Corp 6/15/13 6,540,500 0 6,540,500
Key Bank NA 4/15/08 4,643,750 0 4,643,750
Korea Development Bank 4/22/04 2,925,000 0 2,925,000
LCI Int'l Inc (Qwest) 6/15/07 4,376,250 0 4,376,250
Lehman Brothers Holdings 8/1/15 5,125,000 0 5,125,000
Mass Institute of Tech 11/2/96 1,698,491 0 1,698,491
Merck & Co Inc 3/1/28 6,111,500 0 6,111,500
Midland Bank plc 3/15/11 237,813 0 237,813
Nabisco Inc 2/15/11 381,679 0 381,679
NationsBank Corporation 9/15/16 4,962,500 0 4,962,500
Northwest Airlines 2/1/20 239,740 0 239,740
Oracle Corporation 2/15/04 5,848,640 0 5,848,640
PNC Bank Corp. 5/1/08 4,687,500 0 4,687,500
Prudential Insurance Co 7/1/07 672,769 0 672,769
Providian National Bank 2/1/04 4,308,750 0 4,308,750
Rouse Company 1/15/03 4,533,750 0 4,533,750
Saks Inc 12/1/10 4,493,750 0 4,493,750
Society Corporation 6/15/02 2,565,625 0 2,565,625
Southwest Airlines 9/1/07 1,234,500 0 1,234,500
Staples, Inc. 8/15/07 4,370,625 0 4,370,625
Susa Partnership LP 6/1/17 869,990 0 869,990
Teleglobe Inc 7/20/09 2,793,750 0 2,793,750
Whitman Corporation 9/15/26 776,903 0 776,903
AK Steel Corporation 12/15/06 295,075 0 295,075
Applied Materials, Inc. 9/6/05 941,380 0 941,380
Aramark Corp 8/1/04 193,611 0 193,611
Bausch & Lomb, Inc. 12/15/04 747,878 0 747,878
CSC Holdings Inc 7/15/08 183,815 0 183,815
Calenergy Co Inc 9/15/05 381,195 0 381,195
Calpine Corporation 4/15/06 184,785 0 184,785
Equitable Life Assur Soc 12/1/05 1,130,524 0 1,130,524
Federal Mogul Corp. 7/1/04 183,573 0 183,573
First Bank Systems Inc. 7/2/04 993,410 0 993,410
GS Escrow Corporation 8/1/05 177,995 0 177,995
Gulf Canada Resources Ltd 8/1/06 377,809 0 377,809
HMH Properties 8/1/05 179,935 0 179,935
Tommy Hilfiger 6/1/03 517,331 0 517,331
IMC Global Inc 11/1/05 761,423 0 761,423
Imax Corporation 12/1/05 179,935 0 179,935
Kohls Corporation 2/1/06 741,105 0 741,105
Levi Strauss 11/1/03 638,550 0 638,550
Lincoln National Corp 5/15/05 959,530 0 959,530
Mallinckrodt Inc. 3/15/01 381,195 0 381,195
Niagara Mohawk Power 7/1/03 146,816 0 146,816
Northwest Airlines 3/15/04 357,975 0 357,975
Old Kent Financial Corp 11/15/05 831,941 0 831,941
Pep Boys 11/3/04 685,958 0 685,958
Potomac Capital Investmnt 10/2/01 534,914 0 534,914
Qwest Communications Intl 11/1/08 286,375 0 286,375
R & B Falcon Corp 4/15/05 342,495 0 342,495
Reinsurance Group of Amer 4/1/06 899,030 0 899,030
Reliastar Financial Corp 3/1/03 955,900 0 955,900
Royal Caribbean Cruises 9/18/02 1,152,293 0 1,152,293
Charles Schwab Corp. 9/2/03 1,149,390 0 1,149,390
Teekay Shipping Corp 2/1/08 348,230 0 348,230
Tenet Healthcare Corp. 1/15/03 374,423 0 374,423
Terra Nova (UK) Holdings 8/15/07 937,750 0 937,750
Texas Utilities Company 10/1/02 710,500 0 710,500
Toro Company 6/15/07 537,425 0 537,425
Williams Companies, Inc. 2/15/02 754,650 0 754,650
---------------------------------------------
201,849,337 48,767,786 250,617,123
ASSET BACKED SECURITIES
Greentree, Ser 1997-6 A7 11/16/05 6,967,590 0 6,967,590
First USA Consumer Trust 9/15/02 1,553,474 0 1,553,474
Chevy Chase Master Card 10/12/03 1,357,304 0 1,357,304
Aesop Funding 3/2/05 1,114,897 0 1,114,897
Green Tree Financial Co. 8/28/07 1,048,268 0 1,048,268
FHLMC 2/26/06 981,102 0 981,102
First Plus Home Loan Tr 4/30/00 943,502 0 943,502
Loop Funding Master Trust 8/22/01 768,195 0 768,195
Oakwood Mortgage Investrs 12/2/03 763,745 0 763,745
Rental Car Finance Corp 7/22/05 733,123 0 733,123
Chase Funding Mortgage 10/11/04 577,709 0 577,709
Sequia Mortgage Trust 5/8/05 353,977 0 353,977
---------------------------------------------
17,162,885 0 17,162,885
MORTGAGE BACKED SECURITIES
FHLMC, Pool C90110 8/1/15 0 664,202 664,202
FHLMC, Pool C90137 5/1/16 0 737,745 737,745
FHLMC, Pool D67055 1/1/26 0 1,414,856 1,414,856
FHLMC, Pool E00419 2/1/11 0 1,266,295 1,266,295
FHLMC, Pool E00422 3/1/11 0 683,568 683,568
FHLMC, Pool E20193 9/1/10 0 972,034 972,034
FHLMC, Pool E20222 2/1/11 0 1,033,978 1,033,978
FHLMC, Pool E65893 12/1/11 0 1,167,134 1,167,134
FHLMC, Pool G50311 5/1/00 0 115,898 115,898
FHLMC, Pool L80191 3/1/03 0 393,049 393,049
FHLMC, Pool M80419 4/1/03 0 843,905 843,905
FHLMC, Pool N96562 6/1/03 0 536,994 536,994
FNMA, Pool 190946 8/1/01 0 633,374 633,374
FNMA, Pool 250109 7/1/14 0 582,944 582,944
FNMA, Pool 252709 8/1/19 0 1,922,463 1,922,463
FNMA, Pool 344834 5/1/16 0 1,283,711 1,283,711
FNMA, Pool 374141 3/1/04 0 1,253,274 1,253,274
GNMA, Pool 148808 4/15/01 0 5,423 5,423
GNMA, Pool 162491 8/15/16 0 38,215 38,215
GNMA, Pool 174385 8/15/16 0 92,820 92,820
GNMA, Pool 197932 2/15/17 0 38,411 38,411
GNMA, Pool 2056 8/20/25 0 829,218 829,218
GNMA, Pool 2167 2/20/26 0 2,043,008 2,043,008
GNMA, Pool 231053 9/15/19 0 28,455 28,455
GNMA, Pool 257878 5/15/19 0 1,514 1,514
GNMA, Pool 259139 12/15/18 0 61,277 61,277
GNMA, Pool 263286 9/15/03 0 4,174 4,174
GNMA, Pool 263418 1/15/04 0 26,487 26,487
GNMA, Pool 272756 9/15/19 0 4,033 4,033
GNMA, Pool 275464 9/15/19 0 21,665 21,665
GNMA, Pool 287342 5/15/20 0 7,481 7,481
GNMA, Pool 313219 9/15/21 0 30,093 30,093
GNMA, Pool 354475 5/15/23 0 21,043 21,043
GNMA, Pool 369688 1/15/24 0 82,116 82,116
GNMA, Pool 44220 10/15/10 0 67,310 67,310
GNMA Pool 434527 9/22/07 10,100,282 0 10,100,282
FNMA Pool 398325 6/26/08 7,838,211 0 7,838,211
FNMA Pool 253008 11/1/29 6,811,964 0 6,811,964
FHLMC 6.50%, 5/1/29 2/3/09 6,353,196 0 6,353,196
FHLMC Pool E00732 10/22/05 5,815,747 0 5,815,747
FHLMC Pool C80461 5/3/05 5,769,402 0 5,769,402
GNMA 11/15/29 4,991,846 0 4,991,846
FNMA 1/6/08 4,946,468 0 4,946,468
GNMA II, 7.00% 10/28/09 4,854,900 0 4,854,900
FNMA Pool 492910 12/4/06 4,763,505 0 4,763,505
GNMA Pool 780977 8/17/07 4,655,117 0 4,655,117
GNMA Pool 491192 4/10/09 4,631,940 0 4,631,940
FNMA Pool 449466 11/9/07 4,602,379 0 4,602,379
FNMA Pool 454390 12/3/08 4,391,771 0 4,391,771
FNMA Pool 455607 2/11/09 3,560,196 0 3,560,196
GNMA 30 Year TBA 4/17/08 3,467,160 0 3,467,160
FNMA Pool 429604 12/11/08 1,731,768 0 1,731,768
FNMA Pool 415714 11/8/08 1,319,580 0 1,319,580
GNMA Pool 473918 11/8/08 1,156,782 0 1,156,782
FNMA Pool 486524 9/21/08 1,054,207 0 1,054,207
FHLMC 10/11/10 987,539 0 987,539
FNMA Pool 380581 3/27/08 899,395 0 899,395
FNMA Pool 415414 9/14/08 852,904 0 852,904
FNMA Pool 408118 1/20/11 676,944 0 676,944
FNMA Pool 417648 2/8/05 513,305 0 513,305
FNMA Pool 303414 9/23/01 1,486 0 1,486
---------------------------------------------
96,747,994 18,908,168 115,656,162
GOVERNMENT AGENCIES
FNMA 5/15/29 4,301,550 0 4,301,550
FNMA 8/7/28 2,543,389 0 2,543,389
FHLMC 6/8/05 98,214 0 98,214
FNMA 5/15/08 919,368 0 919,368
FHLB 3/19/01 0 993,065 993,065
FHLB 8/14/09 0 1,463,030 1,463,030
FHLB 6/14/06 0 1,013,517 1,013,517
FHLB 8/15/02 0 1,979,695 1,979,695
FHLB 6/14/11 0 3,065,882 3,065,882
FHLB 8/13/01 0 987,978 987,978
FHLB 9/20/04 0 2,088,084 2,088,084
FHLMC 7/14/03 0 994,009 994,009
FHLMC 12/5/11 0 1,929,012 1,929,012
FHLMC 1/20/05 0 4,226,112 4,226,112
FNMA 8/25/03 0 971,601 971,601
FNMA 2/13/04 0 1,581,331 1,581,331
FNMA 9/15/09 0 2,966,720 2,966,720
FNMA 2/14/25 0 1,110,503 1,110,503
FNMA 3/10/16 0 2,226,418 2,226,418
FNMA 11/18/24 0 1,168,872 1,168,872
SLMA 8/1/12 0 3,084,512 3,084,512
---------------------------------------------
7,862,521 31,850,342 39,712,863
U.S. TREASURY OBLIGATIONS
Treasury Bonds 5/15/05 0 555,415 555,415
Treasury Notes 5/15/01 0 617,056 617,056
Treasury Notes 2/15/03 0 1,004,772 1,004,772
Treasury Notes 5/15/05 0 1,013,670 1,013,670
Treasury Bonds 11/15/21 0 1,162,376 1,162,376
Treasury Notes 2/15/04 0 1,986,958 1,986,958
Treasury Notes 2/15/07 0 1,997,475 1,997,475
Treasury Bonds 5/15/20 0 2,476,188 2,476,188
Treasury Bonds 5/15/09 0 2,871,864 2,871,864
Treasury Notes 11/15/01 0 3,337,980 3,337,980
Treasury Bonds 11/15/03 4,773,000 0 4,773,000
Treasury Bonds 8/15/09 4,934,900 0 4,934,900
Treasury Notes 7/15/06 4,155,520 1,039,519 5,195,039
Treasury Notes 2/15/05 4,223,480 1,584,761 5,808,241
Treasury Bonds 11/15/15 6,573,450 0 6,573,450
Treasury Bonds 5/15/03 7,402,720 0 7,402,720
Treasury Notes 11/15/16 7,624,820 0 7,624,820
Treasury Bonds 8/15/21 7,629,895 0 7,629,895
Treasury Notes 5/15/02 11,361,020 0 11,361,020
Treasury Bonds 8/15/19 15,142,140 0 15,142,140
Treasury Bonds 8/15/17 15,388,875 0 15,388,875
Treasury Notes 8/15/05 15,712,580 0 15,712,580
Treasury Notes 8/15/04 1,042,770 1,043,406 2,086,176
Treasury Bonds 2/15/29 2,544,360 0 2,544,360
Treasury Bonds 8/15/26 3,103,985 0 3,103,985
---------------------------------------------
111,613,515 20,691,440 132,304,955
FLOATING RATE BOND/NOTES
Genfinance Luxembourg SA 5/29/49 772,452 0 772,452
Van Kampen CLO 10/8/07 1,362,745 0 1,362,745
---------------------------------------------
2,135,197 0 2,135,197
COLLATERALIZED MORTGAGE OBLIGATIONS
AMBS CS1012 1 9/15/02 728,170 0 728,170
Saco I Inc. 9/2/02 578,277 0 578,277
---------------------------------------------
1,306,447 0 1,306,447
MUNICIPAL BONDS/NOTES
Hudson Cnty NJ Lease Rev 12/1/25 746,910 0 746,910
Denver CO Sch District 12/15/02 3,970,000 0 3,970,000
New York City, GO 8/1/01 1,210,770 0 1,210,770
Western MN Mun Pwr Agy 1/1/02 771,193 0 771,193
Washington St GO 1/1/03 403,481 0 403,481
---------------------------------------------
7,102,354 0 7,102,354
COMMERCIAL PAPER
Associates Corp. of North America CP 0 997,989 997,989
Ford Motor Credit Co. CP 0 998,934 998,934
General Electric Capital Corp. CP 0 999,848 999,848
General Motors Acceptance Corp. 0 999,088 999,088
---------------------------------------------
0 3,995,859 3,995,859
CASH MANAGEMENT ACCOUNT
WFFT Cash Investment 12,174,602 0 12,174,602
CASH & EQUIVALENTS
Benchmark Diversified Fund 0 1,618,759 1,618,759
Total Investments, at Market Value $457,954,852 $125,832,355 $583,787,207
============ ============ ============
Total Investments, at Cost $477,512,880 $126,174,228 $603,687,108
============ ============ ============
</TABLE>
<PAGE>
WELLS FARGO FUNDS - SMALL CAP VALUE FUND
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES (Unaudited) - March 31, 2000
<TABLE>
<CAPTION>
Wells Fargo Small Great Plains Pro Forma Pro Forma
Cap Value Fund Premier Fund Adjustments Combined
----------------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value (see cost below) $ 18,081,924 $ 24,367,672 $ 42,449,596
Receivables:
Dividends and interest 1,199 14,635 15,834
Fund shares sold 34,493 0 34,493
Organization expenses, net of amortization 3,796 1,751 $ (1,751)(1) 3,796
Other assets 0 0 1,751 (1) 1,751
Total Assets 18,121,412 24,384,058 42,505,470
LIABILITIES
Payables:
Fund shares redeemed 125,322 0 125,322
Due to distributor 8,733 0 8,733
Due to advisor and affiliates 2,396 0 2,396
Other 29,176 29,000 58,176
Total Liabilities 165,627 29,000 194,627
TOTAL NET ASSETS $ 17,955,785 $ 24,355,058 $ 42,310,843
Net assets consist of:
Paid-in capital $ 15,959,138 $ 21,885,876 $ (28,325)(2) $ 37,816,689
Undistributed net investment income (loss) (45,692) (28,325) 28,325 (2) (45,692)
Undistributed net realized gain (loss)
on investments (1,783,938) 835,028 (948,910)
Net unrealized appreciation (depreciation)
of investments 3,826,277 1,662,479 5,488,756
TOTAL NET ASSETS $ 17,955,785 $ 24,355,058 $ 42,310,843
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 24,355,058 $ (24,355,058)(3)
Shares outstanding - Class A 2,445,287 (2,445,287)(3)
Net asset value per share - Class A $ 9.96
Maximum offering price per share - Class A $ 10.48
Net assets - Institutional Class $ 17,955,785 $ 24,355,058 (3) $ 42,310,843
Shares outstanding - Institutional Class 1,780,481 2,415,028 (3) 4,195,509
Net asset value and offering price per
share - Institutional Class $ 10.08 $ 10.08
INVESTMENT AT COST $ 14,255,647 $ 22,704,822 $ 36,960,469
</TABLE>
--------------------------------------------------------------------------------
(1) Wells Fargo Bank will absorb the balance of unamortized organization
expenses of the Great Plains Premier Fund.
(2) To reclass to paid-in capital the accumulated net investment loss of the
Great Plains Premier Fund because it cannot be carried over to the Wells
Fargo Small Cap Value Fund.
(3) Class I shares of the Wells Fargo Small Cap Value Fund (Acquiring Fund) will
be issued in exchange for Class A shares of the Great Plains Premier Fund
(Target Fund).
<PAGE>
WELLS FARGO FUNDS - SMALL CAP VALUE FUND
PRO FORMA STATEMENT OF OPERATIONS - For the year ended March 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
Wells Fargo Small Great Plains Pro Forma Pro Forma
Cap Value Fund(1) Premier Fund Adjustments Combined
----------------- ------------ ------------ ----------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 52,152 (2) $ 129,382 $ 181,534
Dividends 62,321 (2) 168,957 (3) 231,278
Securities lending income 11,190 (2) 0 11,190
Net expenses allocated from master/core portfolio (153,924)(2) 0 $ (111,575)(4) (265,499)
Total Investment Income (Loss) (28,261) 298,339 158,503
EXPENSES
Advisory fees 0 237,176 (237,176)(5) 0
Administration fees 15,655 32,809 12,805 (5) 61,269
Custody fees 0 17,780 (17,780)(5) 0
Shareholder servicing fees 6,978 59,294 (25,426)(5) 40,846
Portfolio accounting fees 25,723 13,253 22,365 (5) 61,341
Transfer agency fees 27,468 28,663 9,372 (5) 65,503
Distribution fees 0 59,294 (59,294)(5) 0
Legal and audit fees 14,759 19,625 (8,596)(5) 25,788
Registration fees 15,885 12,138 28,023
Directors' fees 2,397 1,305 (1,305)(5) 2,397
Shareholder reports 312 5,054 5,366
Other 2,233 8,878 11,111
Total Expenses 111,410 495,269 301,644
Less:
Waived fees and reimbursed expenses fees (44,456) (166,024) 43,628 (5) (166,852)
Net expenses 66,954 329,245 134,792
NET INVESTMENT INCOME (LOSS) (95,215) (30,906) 23,711
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain (loss) on sale of:
Securities 0 1,635,725 1,635,725
Investments in Portfolios 2,263,984 (2) 0 2,263,984
Total net realized gain (loss) 2,263,984 1,635,725 3,899,709
Net change in unrealized appreciation (depreciation) of:
Securities 0 4,140,720 4,140,720
Investments in Portfolios 3,380,796 (2) 0 3,380,796
Total net change in unrealized appreciation
(depreciation) 3,380,796 4,140,720 7,521,516
Net Gain (Loss) on Investments 5,644,780 5,776,445 11,421,225
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 5,549,565 $ 5,745,539 $ 11,444,936
</TABLE>
-------------------------------------------------------------------------------
(1) The Wells Fargo Small Cap Value Fund has a single investment in a
master/core portfolio that invests in individual securities. As such, the
Wells Fargo Small Cap Value Fund is allocated income, expense and realized
and unrealized gains/losses from the core portfolio. The Wells Fargo Small
Cap Value Fund also incurs expenses of its own at the feeder/ gateway level.
(2) Allocated from core portfolio
(3) Net of foreign withholding taxes of $4,800
(4) To adjust expenses allocated from the core portfolio to reflect the increase
in the Combined Fund's investment in the core portfolio as a result of the
merger.
(5) To adjust expenses to reflect the Combined Fund's estimated fees and
expenses based on contractual rates or elimination of duplicative services.
<PAGE>
WELLS FARGO FUNDS - SMALL CAP VALUE FUND
PRO FORMA PORTFOLIO OF INVESTMENTS (Unaudited) - March 31, 2000
<TABLE>
<CAPTION>
Coupon Maturity
Shares Security Name Rate Date Market Value
------------------------------- -----------------------------------------
Great Great
WF Small Plains WF Small Plains
Cap Value Premier Cap Value Premier
Portfolio Fund Combined Portfolio Fund Combined
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Amusement & Recreation Service
223,000 0 223,000 WMS Industries Inc $ 2,195,213 $ 0 $ 2,195,213
Apparel & Accessory Stores
128,100 0 128,100 Hot Topic Inc 4,483,500 0 4,483,500
76,110 0 76,110 Talbots, Inc. 4,480,976 0 4,480,976
0 73,200 73,200 Buckle, Inc. 0 1,180,350 1,180,350
-----------------------------------------
8,964,476 1,180,350 10,144,826
Automotive Repair, Services & Parking
138,000 0 138,000 Avis Rent A Car Inc 2,432,250 0 2,432,250
151,710 0 151,710 Dollar Thrifty Automotive 2,607,516 0 2,607,516
0 103,390 103,390 Motorcar Parts and Accessories, Inc. 0 201,934 201,934
0 102,000 102,000 Keystone Automotive Industries, Inc. 0 599,250 599,250
-----------------------------------------
5,039,766 801,184 5,840,950
Building Construction--General Contractors & Operative Builders
48,820 0 48,820 NVR Inc. 2,636,280 0 2,636,280
Business Services
55,840 0 55,840 KRONOS INC 1,654,260 0 1,654,260
95,595 0 95,595 THQ Inc 1,708,761 0 1,708,761
-----------------------------------------
3,363,021 0 3,363,021
Chemicals & Allied Products
81,600 0 81,600 Alpharma Inc 2,998,800 0 2,998,800
78,187 0 78,187 Jones Pharma Inc 2,374,930 0 2,374,930
187,300 0 187,300 NBTY INC 2,563,669 0 2,563,669
0 58,000 58,000 Lilly Industries, Inc., Class A 0 717,750 717,750
-----------------------------------------
7,937,399 717,750 8,655,149
Communications
162,320 0 162,320 Lightbridge Inc 3,794,230 0 3,794,230
Computer Services
0 35,000 35,000 Wallace Computer Services, Inc. 0 413,438 413,438
Construction-Special Trade Contractors
136,200 0 136,200 Insituform Technologies 4,171,125 0 4,171,125
93,130 0 93,130 Quanta Services Inc 5,651,827 0 5,651,827
0 25,700 25,700 Chemed Corp. 0 771,000 771,000
-----------------------------------------
9,822,952 771,000 10,693,962
Consumer Durables
0 39,250 39,250 CompX International, Inc. 0 748,203 748,203
Consumer Services
0 88,450 88,450 Personnel Group of America, Inc. 0 541,756 541,756
Domestic Depository Institutions
70,700 0 70,700 Greater Bay Bancorp 2,845,675 0 2,845,675
51,290 0 51,290 Silicon Valley Bancshares 3,686,469 0 3,686,469
160,000 0 160,000 Staten Island Bancorp Inc 2,740,000 0 2,740,000
-----------------------------------------
9,272,144 0 9,272,144
Eating & Drinking Places
111,000 0 111,000 Applebee's International 3,121,875 0 3,121,875
123,760 0 123,760 Jack In The Box Inc 2,637,635 0 2,637,635
139,900 0 139,900 Rare Hospitality Intl 2,719,306 0 2,719,306
94,425 0 94,425 Sonic Corporation 2,573,081 0 2,573,081
-----------------------------------------
11,051,898 0 11,051,898
Electronic & Other Electrical Equipment & Component
73,600 0 73,600 C&D Technologies Inc 4,342,400 0 4,342,400
127,370 0 127,370 Cable Design Technologies 4,322,619 0 4,322,619
95,650 0 95,650 Davox Corp 2,558,638 0 2,558,638
47,830 0 47,830 Electro Scientific Ind 2,774,140 0 2,774,140
135,500 0 135,500 Littelfuse Inc 4,971,156 0 4,971,156
65,794 0 65,794 Salton Inc 2,853,815 0 2,853,815
65,000 0 65,000 Technitrol Inc 3,786,250 0 3,786,250
65,000 0 65,000 Three-Five Systems Inc 3,900,000 0 3,900,000
-----------------------------------------
29,509,018 0 29,509,018
Fabricated Metal Products, Except Machinery & Transportation Equipment
71,200 0 71,200 Ball Corporation 2,460,850 0 2,460,850
Finance-Services
77,200 0 77,200 Affiliated Managers Group 3,667,000 0 3,667,000
0 66,100 66,100 Commercial Federal Corp. 0 1,098,913 1,098,913
0 21,130 21,130 Fair Isaac & Co., Inc. 0 821,429 821,429
0 24,050 24,050 Duff & Phelps Credit Rating 0 2,397,484 2,397,484
-----------------------------------------
3,667,000 4,317,826 7,984,826
Food & Kindred Products
48,930 0 48,930 Canandaigua Brands Inc 2,495,430 0 2,495,430
Furniture & Fixtures
128,030 0 128,030 La-Z-Boy Inc 1,968,461 0 1,968,461
Health Care & Medical Supplies
0 27,480 27,480 Corvel Corp. 0 714,480 714,480
Home Furniture, Furnishings & Equipment Stores
160,500 0 160,500 Electronics Boutique Hldg 3,069,563 0 3,069,563
Industrial & Commercial Machinery & Computer Equipment
110,000 0 110,000 Anixter International 3,066,250 0 3,066,250
142,650 0 142,650 Applied Science & Tech 4,315,163 0 4,315,163
95,370 0 95,370 Electroglas Inc. 3,266,423 0 3,266,423
119,300 0 119,300 In Focus Systems Inc 4,272,431 0 4,272,431
-----------------------------------------
14,920,266 0 14,920,266
Insurance Carriers
108,450 0 108,450 The MONY Group Inc 3,504,291 0 3,504,291
Leather & Leather Products
241,040 0 241,040 Genesco Inc 3,163,650 0 3,163,650
Measuring, Analyzing, and Controlling Instruments; Photographic, Medical and Optical Goods
126,560 0 126,560 Pinnacle Systems Inc 4,208,120 0 4,208,120
117,230 0 117,230 PolyMedica Corp 6,887,263 0 6,887,263
49,680 0 49,680 Orbotech Ltd 4,222,800 0 4,222,800
-----------------------------------------
15,318,183 0 15,318,183
Miscellaneous Manufacturing Industries
147,870 0 147,870 JAKKS Pacific Inc 3,188,447 0 3,188,447
Miscellaneous Retail
97,930 0 97,930 Michaels Stores 3,990,648 0 3,990,648
Motor Freight Transportation & Warehousing
131,004 0 131,004 American Freightways Corp 1,956,872 0 1,956,872
Nondepository Credit Institutions
176,600 0 176,600 AmeriCredit Corp 2,880,788 0 2,880,788
98,600 0 98,600 Metris Companies Inc 3,833,075 0 3,833,075
-----------------------------------------
6,713,863 0 6,713,863
Oil & Gas Extraction
212,260 0 212,260 Vintage Petroleum Inc. 4,271,733 0 4,271,733
Paper & Allied Products
0 51,000 51,000 Schweitzer-Mauduit International, Inc. 0 659,813 659,813
0 61,400 61,400 Wausau-Mosinee Paper Corp. 0 794,363 794,363
-----------------------------------------
0 1,454,175 1,454,175
Printing & Publishing
0 2,000 2,000 Edipresse SA 0 1,203,116 1,203,116
0 52,500 52,500 NV Holdingmaatschappij De Telegraaf 0 1,646,387 1,646,387
-----------------------------------------
0 2,849,503 2,849,503
Restaurants
0 40,000 40,000 CBRL Group, Inc. 0 400,000 400,000
Rubber & Miscellaneous Plastic Products
99,030 0 99,030 Spartech Corp 3,404,156 0 3,404,156
Security & Commodity Brokers, Dealers, Exchanges & Service
75,280 0 75,280 Southwest Securities 3,269,975 0 3,269,975
Technology
0 121,090 121,090 New Horizons Worldwide, Inc. 0 2,149,348 2,149,348
0 17,915 17,915 Vishay Intertechnology, Inc. 0 996,522 996,522
-----------------------------------------
0 3,145,869 3,145,869
Telecommunications
0 70,700 70,700 West TeleServices Corp. 0 1,820,525 1,820,525
Transportation & Equipments
0 36,400 36,400 Hub Group, Inc. 0 555,100 555,100
96,430 96,430 Monaco Coach Corporation 1,832,170 1,832,170
148,020 148,020 Winnebago Industries Inc 2,673,611 2,673,611
0 92,775 92,775 Werner Enterprises, Inc. 0 1,577,175 1,577,175
-----------------------------------------
4,505,781 2,132,275 6,638,056
Wholesale Trade-Durable Goods
80,300 0 80,300 Insight Enterprises Inc 2,925,931 0 2,925,931
Wholesale Trade-Nondurable Goods
87,000 0 87,000 Kenneth Cole Productions 3,414,750 0 3,414,750
127,710 0 127,710 Men's Wearhouse Inc 3,783,409 0 3,783,409
93,143 0 93,143 United Stationers Inc 3,324,041 0 3,324,041
-----------------------------------------
10,522,200 0 10,522,200
U.S. Government Securities
0 250,000 250,000 U.S. Treasury Bills 4/6/00 0 249,893 249,893
0 550,000 550,000 U.S. Treasury Bills 5/11/00 0 546,691 546,691
0 300,000 300,000 U.S. Treasury Bills 6/8/00 0 296,876 296,876
0 500,000 500,000 U.S. Treasury Bills 7/20/00 0 491,480 491,480
-----------------------------------------
0 1,584,939 1,584,939
Cash Equivalents
0 774,398 774,398 Benchmark Diversified Fund 0 774,398 774,398
Repurchase Agreements
12,675,610 0 12,675,610 Credit Suisse First Boston 6.22% 4/3/00 12,675,610 0 12,675,610
Sub-Totals $ 201,579,304 $24,367,672 $ 225,946,976
Portion of Core Portfolio Not Owned by
Small Cap Value Fund (1) (183,497,380) 0 (183,497,380)
Total Investments, at Market Value $ 18,081,924 $24,367,672 $ 42,449,596
=========================================
</TABLE>
<PAGE>
PART C
OTHER INFORMATION
Item 15. INDEMNIFICATION.
Incorporated by reference to Item 25 of Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A (File Nos. 333-74295; 811-
09253, filed December 17,1999 (accession number 0000925421-99-000127).
Item 16. EXHIBITS.
(1) Amended and Restated Declaration of Trust, incorporated by reference to Item
23, Exhibit (a) of Post-Effective Amendments No. 8 and 9 under the 1933 Act and
the 1940 Act, respectively, to Registrant's Registration Statement on Form N-1A
(File Nos. 333-74295; 811-09253, filed December 17, 1999 (accession number
0000925421-99-000127).
(2) Not applicable.
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization. Filed herewith.
(5) Not applicable.
(6) Investment Advisory agreement, Fee and Expense Agreement, and Sub-Advisory
contracts, and incorporated by reference to Item 23, Exhibits (d)(1)(i),
(d)(1)(ii), and (d)(2)(i-vi) of Post-Effective Amendments No. 8 and 9 under the
1933 Act and the 1940 Act, respectively, to Registrant's Registration Statement
on Form N-1A (File Nos. 333-74295; 811-09253, filed December 17, 1999 (accession
number 0000925421-99-000127).
(7) Distribution plan and agreement, incorporated by reference to Item 23,
Exhibits (e)(i) and (e)(ii), respectively of Post-Effective Amendments No. 8 and
9 under the 1933 Act and the 1940 Act, respectively, to Registrant's
Registration Statement on Form N-1A (File Nos. 333-74295; 811-09253, filed
December 17, 1999 (accession number 0000925421-99-000127).
(8) Not applicable.
(9) Custody agreements, incorporated by reference to Item 23, Exhibits (g)(1)
and (g)(2) of Post-Effective Amendments No. 8 and 9 under the 1933 Act and the
1940 Act, respectively, to Registrant's Registration Statement on Form N-1A
(File Nos. 333-74295; 811-09253, filed December 17, 1999 (accession number
0000925421-99-000127).
<PAGE>
(10) Rule 12b-1 Plan, incorporated by reference to Item 23, Exhibit 13 of Post-
Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A
(File Nos. 333-74295; 811-09253, filed May 28, 1999 (accession number 898430-99-
002291).
(11) Legal Opinion of Morrison & Foerster LLP. Filed herewith.
(12) Opinion of Bell, Boyd & Lloyd LLC as to the tax consequences of the
reorganization, to be filed by Post-Effective Amendment within a reasonably
prompt amount of time after the closing date of the reorganization.
(13) Incorporated by reference to Item 23, Exhibit (h) of Post-Effective
Amendments No. 8 and 9 under the 1933 Act and the 1940 Act, respectively, to
Registrant's Registration Statement on Form N-1A (File Nos. 333-74295; 811-
09253, filed December 17, 1999 (accession number 0000925421-99-000127).
(14) Consents of Independent Auditors of the Great Plains Funds and Wells Fargo
Funds. Filed herewith
(15) Not applicable.
(16) Powers of Attorney. Filed herewith.
(17) Not applicable.
ITEM 17. UNDERTAKINGS.
(1) WF Funds agrees that, prior to any public reoffering of the securities
registered through the use of a prospectus which is a part of this registration
statement by any person or party who is deemed to be an underwriter within the
meaning of Rule 145 (c) of the Securities Act of 1933, the reoffering prospectus
will contain the information called for by the applicable registration form for
the reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as part of an amendment to the registration
statement and will not be used until the amendment is effective, and that, in
determining any liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement on Form N-14 to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of San Francisco and State
of California on the 2nd day of June, 2000.
WELLS FARGO FUNDS TRUST
By: /s/ Dorothy A. Peters
---------------------
Dorothy A. Peters
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form N-14 has been signed by the following persons in the
capacities and on the 2nd day of June, 2000.
<TABLE>
<CAPTION>
SIGNATURES TITLE
<S> <C>
President and/or Principal Executive Officer
----------------------------------------
Michael J. Hogan*
Treasurer and/or Principal Financial Officer
----------------------------------------
Karla M. Rabusch*
A Majority of the Trustees*
Robert C. Brown Trustee
Donald H. Burkhardt Trustee
Jack S. Euphrat Trustee
Thomas S. Goho Trustee
Peter G. Gordon Trustee
W. Rodney Hughes Trustee
J. Tucker Morse Trustee
Timothy J. Penny Trustee
Donald C. Willeke Trustee
</TABLE>
*By: /s/ Dorothy A. Peters
---------------------
Dorothy A. Peters
(Attorney-in-Fact)
<PAGE>
WELLS FARGO FUNDS TRUST
N-14 Exhibit Index
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4 Form of Agreement and Plan of Reorganization. Filed
herewith.
11 Opinion of Morrison & Foerster LLP. Filed herewith.
12(a) Independent Auditors' Consent-KPMG LLP. Filed
herewith.
12(b) Independent Auditors' Consent-Deloitte & Touche LLP.
Filed herewith.
16 Powers of Attorney
17(a) Form of Proxy Ballot
</TABLE>
