<PAGE>
[LOGO OF KPMG]
Three Embarcadero Center Telephone 415 951 0100
San Francisco, CA 94111
Independent Auditors' Report
To the Board of Trustees of
Wells Fargo Funds Trust:
We have examined management's assertion, included in the accompanying Management
Statement Regarding Compliance with Certain Provisions of the Investment Company
Act of 1940, that the funds listed in Appendix A, portfolios of Wells Fargo
Funds Trust (the "Funds"), complied with the requirements of subsections (b) and
(c) of Rule 17f-2 under the Investment Company Act of 1940 as of March 31, 2000.
Management is responsible for the Funds' compliance with those requirements.
Our responsibility is to express an opinion on management's assertion about
the Funds' compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Funds' compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures were the following tests
performed as of March 31, 2000, and with respect to agreement of security
purchases and sales, and for the period from the date of our last examination
(as listed in Appendix A) through March 31, 2000:
(1) Inspection of documentation of all securities located in the vault, if any,
of Norwest Bank Minneapolis, N.A., the Custodian;
(2) Inspection of documentation of securities held in book entry form by
Bankers Trust Company, Depository Trust Company, and the Federal Reserve
Bank and examination of selected security position reconciliations;
(3) Inspection of documentation of other securities held in safekeeping by the
Custodian but not included in (1) or (2) above and examination of selected
security position reconciliations;
<PAGE>
(4) Confirmation or inspection of documentation of all securities purchased but
not received, hypothecated, pledged, placed in escrow, or out for transfer
with brokers, pledges and/or transfer agents;
(5) Reconciliation of all such securities to the books and records of the Funds
and the Custodian; and
(6) Tests of selected security transactions since the date of our last report.
We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Funds' compliance with
the specified requirements.
In our opinion, management's assertion that Wells Fargo Funds Trust complied
with the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 as of March 31, 2000, with respect to securities reflected
in the investment accounts of Wells Fargo Funds Trust, is fairly stated, in all
material respects.
This report is intended solely for the information and use of management and the
Board of Trustees of Wells Fargo Funds Trust and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other than
these specified parties.
/s/ KPMG LLP
San Francisco, California
June 9, 2000
<PAGE>
[LOGO OF WELLS FARGO FUNDS]
June 9, 2000
KPMG LLP
Three Embarcadero
San Francisco, CA 94110-4073
RE: Management Statement Regarding Compliance with Certain Provisions of the
Investment Company Act of 1940
Ladies and Gentlemen:
We, as members of management of the funds listed in Appendix A, portfolios of
Wells Fargo Funds Trust (the "Funds"), are responsible for complying with the
requirements of subsections (b) and (c) of Rule 17f-2, "Custody of Investments
by Registered Management Investment Companies," of the Investment Company Act of
1940. We are also responsible for establishing and maintaining effective
internal controls over compliance with those requirements. We have performed an
evaluation of the Funds' compliance with the requirements of subsections (b) and
(c) of Rule 17f-2 as of March 31, 2000, and for the period from the date of your
last examination (as listed in Appendix A) through March 31, 2000.
Based on this evaluation, we assert that the Funds were in compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 of the Investment Company
Act of 1940 as of March 31, 2000 and for the period from the date of your last
examination (as listed in Appendix A) through March 31, 2000 with respect to
securities reflected in the investment accounts of the Funds.
Sincerely,
/s/ Karla M. Rabusch
Karla Rabusch
Senior Vice President and
Chief Financial Officer
Wells Fargo Mutual Funds Group
<PAGE>
FORM N-17f-2 OMB Number: 3255-0360
Expires: July 21, 1991
Certificate of Accounting of Securities and Similar Estimated average burden
Investments in the Custody of hours per response...0.05
Management Investment Companies
Pursuant to Rule 17f-2 [17 CFR 270.17 f-2]
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
1. Investment Company Act File Number: Date examination completed:
801- 8202 March 31, 2000
------------------------------------------------------------------------------------------------
2. State Identification Number:
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AL AK AZ AR CA CO
--------------------------------------------------------------------------------------------
CT DE DC FL GA HI
--------------------------------------------------------------------------------------------
ID IL IN IA KS KY
--------------------------------------------------------------------------------------------
LA ME MD MA MI MN
--------------------------------------------------------------------------------------------
MS MO MT NE NV NH
--------------------------------------------------------------------------------------------
NJ NM NY NC ND OH
--------------------------------------------------------------------------------------------
OK OR PA RI SC SD
--------------------------------------------------------------------------------------------
TN TX UT VT VA WA
--------------------------------------------------------------------------------------------
WV WI WY PUERTO RICO
--------------------------------------------------------------------------------------------
Other (specify):
--------------------------------------------------------------------------------------------
3. Exact name of investment company as specified in registration statement:
------------------------------------------------------------------------------------------------
4. Name under which business in conducted, if different from above:
------------------------------------------------------------------------------------------------
5. Address of principal place of business (number, street, city, state, zip code):
------------------------------------------------------------------------------------------------
</TABLE>
INSTRUCTIONS
This Form must be completed by investment companies that have custody of
securities or similar investments.
Investment Company
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance with
Rule 17f-2 under the Act and applicable state law, examines securities and
similar investments in the custody of the investment company.
Accountant
3. Submit this Form to the securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of accounting
required by Rule 17f-2 under the Act and applicable state law. File the original
and one copy with the Securities and Exchange Commission's principal office in
Washington, D.C., one copy with the regional office for the region in which the
investment company's principal business operations are conducted, and one copy
with the appropriate state administrator(s), if applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
Note: The estimated average burden hours are made solely for purposes of the
Paperwork Reduction Act, and are not derived from a comprehensive or even
a representative survey or study of the costs of SEC rules and forms.
Direct any comments concerning the accuracy of the estimated average
burden hours for compliance with SEC rules and forms to Kenneth A.
Fogash, Deputy Executive Director, U.S. Securities and Exchange
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and Gary
Waxman, Clearance Officer, Office of Management and Budget, Room 3208 New
Executive Office Building, Washington, D.C. 20503.
<PAGE>
Appendix A
[LOGO OF KPMG]
Date of Last
Fund Name Examination
-------------------------------------------------------------------------
100% Treasury Money Market Fund February 29, 2000
California Tax-Free Money Market Fund February 29, 2000
California Tax-Free Money Market Trust February 29, 2000
Cash Investment Money Market Fund February 29, 2000
Government Money Market Fund February 29, 2000
Money Market Fund February 29, 2000
Money Market Trust February 29, 2000
National Tax-Free Institutional Money Market Fund February 29, 2000
National Tax-Free Money Market Fund February 29, 2000
National Tax-Free Money Market Fund February 29, 2000
Overland Express Sweep Fund February 29, 2000
Prime Investment Money Market Fund February 29, 2000
Treasury Plus Institutional Money Market Fund February 29, 2000
Treasury Plus Money Market Fund February 29, 2000
Managed Fixed Income Portfolio September 30, 1999
Positive Return Bond Portfolio September 30, 1999
Stable Income Portfolio September 30, 1999
Strategic Value Bond Portfolio September 30, 1999
Corporate Bond Fund September 30, 1999
Diversified Bond Fund September 30, 1999
Income Fund September 30, 1999
Income Plus Fund September 30, 1999
Intermediate Government Income Fund September 30, 1999
Limited Term Government Income Fund September 30, 1999
Stable Income Fund September 30, 1999
Variable Rate Government Fund September 30, 1999
Wealthbuilder Growth & Income Portfolio September 30, 1999
Wealthbuilder Growth Balanced Portfolio September 30, 1999
Wealthbuilder Growth Portfolio September 30, 1999
Arizona Tax-Free Fund September 30, 1999
California Limited Term Tax-Free Fund September 30, 1999
California Tax-Free Fund September 30, 1999
Colorado Tax-Free Fund September 30, 1999
Minnesota Intermediate Tax-Free Fund September 30, 1999
Minnesota Tax-Free Fund September 30, 1999
National Limited Term Tax-Free Fund September 30, 1999
National Tax-Free Fund September 30, 1999
Oregon Tax-Free Fund September 30, 1999
Aggressive Balanced-Equity Fund September 30, 1999
Disciplined Growth Portfolio September 30, 1999
Page 1 of 2
<PAGE>
Appendix A
[LOGO OF KPMG]
Date of Last
Fund Name Examination
----------------------------------------------------------------
Income Equity Portfolio September 30, 1999
Index Portfolio September 30, 1999
International Portfolio September 30, 1999
International Equity Portfolio September 30, 1999
Large Company Growth Portfolio September 30, 1999
Small Cap Index Portfolio September 30, 1999
Small Cap Value Portfolio September 30, 1999
Small Company Growth Fund September 30, 1999
Small Company Value Portfolio September 30, 1999
Diversified Equity Fund September 30, 1999
Disciplined Growth Fund September 30, 1999
Diversified Small Cap Fund September 30, 1999
Equity Income Fund September 30, 1999
Equity Index September 30, 1999
Equity Value Fund September 30, 1999
Growth Balanced Fund September 30, 1999
Growth Equity Fund September 30, 1999
Growth Fund September 30, 1999
Index Fund September 30, 1999
International Fund September 30, 1999
Large Company Growth Fund September 30, 1999
Moderate Balanced Fund September 30, 1999
Small Cap Growth Fund September 30, 1999
Small Cap Opportunities Fund September 30, 1999
Small Cap Value Fund September 30, 1999
Small Company Growth Portfolio September 30, 1999
Strategic Income Fund September 30, 1999
Variable Trust Corporate Bond Fund December 31, 1999
Variable Trust Equity Income December 31, 1999
Variable Trust Equity Value Fund December 31, 1999
Variable Trust Growth Fund December 31, 1999
Variable Trust Large Company Growth December 31, 1999
Variable Trust Money Market Fund December 31, 1999
Variable Trust Small Cap Growth Fund December 31, 1999
Page 2 of 2
