<PAGE>
As filed with the Securities and Exchange Commission on November 3, 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) 552-9612
Address of Principal Executive Offices, including Zip Code:
525 Market Street
San Francisco, California 94163
__________________________
Name and Address of Agent for Service:
C. David Messman
c/o Wells Fargo Bank, N.A.
633 Folsom Street, 7th Floor
San Francisco, California 94107-3600
With copies to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W.
Suite 5500
Washington, D.C. 20006
__________________________
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
------
Item No. Prospectus Caption
-------- ------------------
1 Cover Page
Cross-Reference Sheet
Front Cover Page of Combined Prospectus/Proxy Statement
2 Table of Contents
3 Summary
4 Summary
Terms of the Reorganization
Board Consideration of the Reorganization
Material Federal Income Tax and Federal Income Tax Opinions
Existing and Pro Forma Capitalizations
5 Summary
Terms of the Reorganization
6 Summary
Terms of the Reorganization
7 Information on Voting
8 Not Applicable
9 Not Applicable
PART B
------
Statement of Additional
Item No. Information Caption
-------- -----------------------
10 Cover Page
11 Table of Contents
12 Incorporation of Documents by Reference in Statement of Additional
Information
13 Incorporation of Documents by Reference in Statement of Additional
Information
14 Incorporation of Documents by Reference in Statement of Additional
Information Pro-Forma Financial Statements and Schedules
<PAGE>
PART C
------
Item Nos.
---------
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
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; 811-9253): the Prospectuses and
Statement of Additional Information dated February 1, 2000, as supplemented
on September 29, 2000, describing the Wells Fargo Growth Fund;
(B) From Post-Effective Amendment No. 9 of Wells Fargo Funds Trust, filed
February 1, 2000 (SEC File No. 333-74295; 811-9253): the Prospectuses and
Statement of Additional Information dated February 1, 2000, describing the
Wells Fargo Asset Allocation Fund;
(C) From Post-Effective Amendment No. 17 of Wells Fargo Funds Trust, filed
November 1, 2000 (SEC File No. 333-74295; 811-9253): the Prospectuses and
Statement of Additional Information dated November 1, 2000, describing the
Wells Fargo National Tax-Free Fund;
(D) From Post-Effective Amendment No. 15 of Wells Fargo Funds Trust, filed
October 2, 2000 (SEC File No. 333-74295; 811-9253): the Prospectuses and
Statement of Additional Information dated October 1, 2000, describing the
Wells Fargo Income Fund and the Wells Fargo Stable Income Fund;
(E) The audited financial statements and related independent auditors' reports
for the Wells Fargo Growth Fund, contained in the Annual Reports for the
fiscal year ended September 30, 2000, as filed with the SEC on [November
30, 2000].
(F) The audited financial statements and related independent auditors' reports
for the Wells Fargo Asset Allocation Fund, contained in the Annual Reports
for the fiscal year ended September 30, 2000, as filed with the SEC on
[November 30, 2000].
(G) The audited financial statements and related independent auditors' reports
for the Wells Fargo National Tax-Free Fund, contained in the Annual Reports
for the fiscal year ended June 30, 2000, as filed with the SEC on August
29, 2000.
(H) The audited financial statements and related independent auditors' reports
for the Wells Fargo Income Fund and Wells Fargo Stable Income Fund,
contained in the Annual Reports for the fiscal year ended May 31, 2000, as
filed with the SEC on August 2, 2000.
(I) From Post-Effective Amendment No. 17 of The Achievement Funds Trust, filed
May 30, 2000 (SEC File No. 333-26205; 811-5712): the Prospectus and
Statement of Additional Information dated June 1, 2000, describing the
Funds of the Achievement Funds Trust.
(J) The audited financial statements and related independent auditors' reports
for the Funds of The Achievement Funds Trust, contained in the Annual
Reports for the fiscal year ended January 31, 2000, as filed with the SEC
on March 28, 2000.
<PAGE>
IMPORTANT NOTICE: PLEASE COMPLETE THE
ENCLOSED PROXY BALLOT AND RETURN IT AS SOON AS POSSIBLE.
FOR YOUR CONVENIENCE YOU MAY VOTE BY CALLING THE TOLL-FREE
TELEPHONE NUMBER PRINTED ON YOUR PROXY BALLOT.
YOU ALSO MAY VOTE BY INTERNET AT WWW.PROXYVOTE.COM.
A CONFIRMATION OF YOUR TELEPHONE VOTE WILL BE MAILED TO YOU.
THE ACHIEVEMENT FUNDS TRUST
ONE FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456
December , 2000
Dear Valued Shareholder:
We are seeking your approval of a proposed reorganization of mutual funds of
The Achievement Funds Trust into corresponding mutual funds of Wells Fargo
Funds Trust. The proposed reorganization arises out of Wells Fargo & Company's
acquisition of First Security Corporation, which is the parent company of the
investment advisor to the Funds of The Achievement Funds Trust, which we refer
to as the Achievement Funds.
In the reorganization, each Achievement Fund listed below will transfer all
of its assets and liabilities to the corresponding Fund of Wells Fargo Funds
Trust, which we refer to as the Wells Fargo Funds. We refer to the Achievement
Funds and the Wells Fargo Funds together as the Funds. The six Achievement
Funds will be merged into existing Wells Fargo Funds. The following table lists
the Achievement Funds and the corresponding Wells Fargo Funds that are part of
the proposed reorganization.
<TABLE>
<CAPTION>
Achievement Funds Wells Fargo Funds
---------------------------- ------------------------------------------------------------
<C> <S>
Equity Fund Growth Fund
Balanced Asset Allocation Fund
Municipal Bond Fund National Tax-Free Fund
Idaho Municipal Bond Fund National Tax-Free Fund
Intermediate Term Bond Fund Income Fund
Short-Term Bond Fund Stable Income Fund
</TABLE>
<PAGE>
WHAT ARE SOME OF 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 65 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 potential greater investment opportunities, analyst coverage and
market presence of the Wells Fargo Funds into which the Achievement
Funds will be reorganized.
. The potential improved operating efficiencies of the Wells Fargo Funds
into which the Achievement Funds will be reorganized.
. The enhanced viability of the combined Funds due to larger asset size
and multiple channels of distribution for the Wells Fargo Funds.
WELLS FARGO BANK, N.A. HAS AGREED TO PAY ALL EXPENSES OF THE REORGANIZATION,
SO ACHIEVEMENT FUND SHAREHOLDERS WILL NOT BEAR THESE COSTS.
The Board of Trustees of The Achievement Funds Trust has unanimously
approved the reorganization and believes that it is in the best interests of
the Achievement Funds' shareholders. They recommend that you vote your proxy
to approve the reorganization.
Please read the enclosed proxy materials and consider the information
provided. We encourage you to complete and mail your proxy card promptly. No
postage is necessary if you mail it in the United States. You also may vote by
telephone by calling the toll-free number printed on your proxy ballot, or
vote by Internet (http://www.proxyvote.com). If you have any questions about
the proxy or about the proposed fund reorganization, call your trust officer,
investment professional, or the Achievement Funds' Customer Service at 1-800-
472-0577.
Very truly yours,
Robert Nesher
President
The Achievement Funds Trust
<PAGE>
EQUITY FUND
BALANCED FUND
MUNICIPAL BOND FUND
IDAHO MUNICIPAL BOND FUND
INTERMEDIATE TERM BOND FUND
SHORT-TERM BOND FUND
The Achievement Funds Trust
One Freedom Valley Drive
Oaks, Pennsylvania 19456
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR FEBRUARY 8, 2001
This is the formal notice and agenda for the Achievement Funds' special
shareholder meeting. It tells shareholders what proposal will be voted on and
the time and place of the meeting. We refer to the six funds of The
Achievement Funds Trust listed above as the Achievement Funds and the
five Wells Fargo Funds listed in the attached proxy statement/prospectus as
the Wells Fargo Funds. We refer to all of them together as the Funds.
To the Shareholders of the Achievement Funds:
A special meeting of shareholders of each of the Achievement Funds will be
held on February 8, 2001, at 11:00 a.m. (Eastern Time) at the offices of the
Achievement Funds located at One Freedom Valley Drive, Oaks, Pennsylvania
19456 to consider the following:
1. The proposal to approve an Agreement and Plan of Reorganization. Under
this Agreement, each Achievement Fund will transfer all of its assets
and liabilities to a corresponding Wells Fargo Fund in exchange for
shares of the same class of the corresponding Wells Fargo Fund having
equal value, which will be distributed proportionately to the
shareholders of the Achievement Fund. Upon completion of the
transactions contemplated by the Agreement and Plan of Reorganization,
The Achievement Funds Trust will be terminated.
2. Any other business that properly comes before the meeting.
Shareholders of record as of the close of business on December 1, 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
William E. Zitelli, Jr.
Vice President and Secretary
December , 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
December , 2000
THE ACHIEVEMENT FUNDS TRUST
One Freedom Valley Drive
Oaks, Pennsylvania 19456
WELLS FARGO FUNDS TRUST
P.O. Box 7066
San Francisco, California 94120-7066
WHAT IS THIS DOCUMENT AND WHY WE ARE SENDING IT TO YOU?
This document is a combined proxy statement and prospectus. It contains the
information that shareholders of The Achievement Funds Trust should know
before voting on the proposal before them, and should be retained for future
reference. It is both the proxy statement of the six funds of The Achievement
Funds Trust listed below, which we refer to as the Achievement Funds, and a
prospectus for the five funds of Wells Fargo Funds Trust listed below, which
we refer to as the Wells Fargo Funds.
<TABLE>
<CAPTION>
ACHIEVEMENT FUNDS WELLS FARGO FUNDS
---------------------------- ------------------------------------------------------------
<S> <C>
Equity Fund Growth Fund
Balanced Fund Asset Allocation Fund
Municipal Bond Fund National Tax-Free Fund
Idaho Municipal Bond Fund National Tax-Free Fund
Intermediate Term Bond Fund Income Fund
Short-Term Bond Fund Stable Income Fund
</TABLE>
HOW WILL THE REORGANIZATION WORK?
The reorganization of each Achievement Fund will involve three steps:
. the transfer of the assets and liabilities of the Achievement Fund to
its corresponding Wells Fargo Fund in exchange for shares of the same
class of the Wells Fargo Fund having equivalent value to the net assets
transferred;
. the pro rata distribution of the same class of shares of the Wells Fargo
Fund to the shareholders of record of the Achievement Fund as of the
effective date of the reorganization in full redemption of all shares of
the Achievement Fund; and
. the liquidation and termination of the Achievement Funds.
As a result of the reorganization, shareholders of each Achievement Fund
will hold shares of the same class of the corresponding Wells Fargo Fund
having the same total value as the shares of the Achievement Fund that they
held immediately before the reorganization. If a majority of the shares of one
of the Achievement Funds does not approve the reorganization, that Fund will
not participate in the reorganization. In such a case, the Achievement Fund
will continue its operations beyond the date of the reorganization and its
Trustees will consider what further action is appropriate.
1
<PAGE>
IS ADDITIONAL INFORMATION ABOUT THE FUNDS AVAILABLE?
Yes, additional information about the Funds is available in the:
. Prospectuses for the Achievement Funds and for the Wells Fargo Funds;
. Annual Reports to shareholders of the Achievement Funds and of the Wells
Fargo Funds; and
. Statements of Additional Information, or SAIs, for the Achievement Funds
and for the Wells Fargo Funds.
These documents are on file with the Securities and Exchange Commission,
which we refer to as the SEC.
The effective prospectuses and Management's Discussion of Fund Performance
included in the Achievement Funds' Annual Report 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 Achievement Funds and the Wells Fargo
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 Wells Fargo Fund(s) whose shares you would own
after the Reorganization accompanies this statement. The five Wells
Fargo Funds are advised by Wells Fargo Bank, N.A., which we refer to as
Wells Fargo Bank. The prospectus and annual report to shareholders of
the Achievement Funds, containing audited financial statements for the
most current fiscal year, have been previously mailed to shareholders.
. Management's Discussion of Fund Performance for each of the Wells Fargo
Funds contained in the most recent Annual Report is included at Exhibit
C.
Copies of all of those documents are available upon request without charge
by writing to or calling:
The Achievement Funds
One Freedom Valley Drive
Oaks, PA 19456
1-800-472-0577
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 Email: [email protected]
(duplicating fee required)
By Internet: www.sec.gov
(Wells Fargo Funds Trust; The Achievement Funds Trust)
</TABLE>
OTHER IMPORTANT THINGS TO NOTE:
. An investment in the Wells Fargo Funds is not a deposit in Wells Fargo
Bank 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.
3
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Introduction.............................................................. 1
Proposal: Approval of Reorganization of the Achievement Funds............. 5
Reasons for the Reorganization........................................... 5
Summary.................................................................. 7
Comparison of Current Fees.............................................. 7
Comparison of Investment Objectives, Principal Investment Strategies and
Policies............................................................... 8
Common and Specific Risk Considerations................................. 15
Comparison of Shareholder Services and Procedures....................... 17
Comparison of Investment Advisors and Investment Advisory Fees.......... 18
Comparison of Other Principal Service Providers......................... 20
Comparison of Business Structures....................................... 20
Terms of the Reorganization.............................................. 21
Board Consideration of the Reorganization................................ 22
Performance.............................................................. 24
Material Federal Income Tax Consequences and Federal Tax Opinions........ 25
Fees and Expenses of the Reorganization.................................. 26
Information on Voting..................................................... 26
Existing and Pro Forma Capitalizations.................................... 28
Outstanding Shares........................................................ 30
Interest of Certain Persons in the Transactions........................... 30
</TABLE>
4
<PAGE>
INTRODUCTION
On October 25, 2000, Wells Fargo & Company, the parent company of Wells
Fargo Bank, acquired First Security Corporation, the parent company of First
Security Investment Management, Inc., the investment advisor to the
Achievement Funds. We refer to this transaction as the Acquisition. The Board
of Trustees of The Achievement Funds Trust called this shareholder meeting to
allow shareholders of the Achievement Funds to consider and vote on a proposal
arising out of the Acquisition. The proposal concerns the proposed
reorganization of six Achievement Funds into corresponding Wells Fargo Funds.
We refer to these reorganizations as the Reorganization.
PROPOSAL: APPROVAL OF REORGANIZATION OF ACHIEVEMENT FUNDS
On November 1, 2000, the Board of Trustees of The Achievement Funds Trust
unanimously voted to approve the Reorganization, subject to approval by each
Achievement Fund's shareholders. In the Reorganization, each Achievement Fund
will transfer its assets to its corresponding Wells Fargo Fund, which will
assume the liabilities of the Achievement Fund. Upon the transfer of assets,
shares of that Wells Fargo Fund will be distributed to shareholders of that
Achievement Fund. Any shares you own of an Achievement Fund at the time of the
Reorganization will be cancelled and you will receive shares of the same class
of the corresponding Wells Fargo Fund having a value equal to the value of
your shares of the Achievement 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 February 2001.
Reasons for the Reorganization
The Reorganization is part of the plan to consolidate all mutual fund
operations after the Acquisition. Wells Fargo Bank currently operates a fund
family consisting of over 65 mutual funds. Consolidating the Achievement Funds
into the larger Wells Fargo Fund family can benefit all Achievement Fund
shareholders.
The Board of Trustees of The Achievement Funds Trust concluded that
participation in the proposed Reorganization is in the best interests of each
Achievement Fund and its shareholders. In reaching that conclusion, the
Trustees considered, among other things:
1. The broader product array of the more than 65 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 of all of the Wells Fargo Funds.
3. The enhanced viability of the combined Funds due to larger asset size
and multiple channels of distribution for the Wells Fargo Funds.
4. The potential greater investment opportunities, analyst coverage and
market presence of the Wells Fargo Funds into which the Achievement
Funds will be reorganized.
5. The potential for greater operating efficiencies of the Wells Fargo
Funds into which the Achievement Funds will be reorganized.
6. The performance track records of the Wells Fargo Funds into which the
Achievement Funds will be reorganized.
7. The expense ratios of the Wells Fargo Funds as compared to their
corresponding Achievement Funds.
5
<PAGE>
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 Wells Fargo Funds with those of the
Achievement Funds.
10. The undertaking by Wells Fargo Bank to bear the expenses of the
Reorganization.
The Trustees also concluded that the economic interests of the shareholders
of the Achievement Funds would not be diluted as a result of the proposed
Reorganization since the number of Wells Fargo Funds shares to be issued to
Achievement Fund shareholders will be calculated based on the respective net
asset value of the Funds. For a more complete discussion of all of the factors
considered by the Board of The Achievement Funds Trust in approving the
Reorganization, see pages [ ].
6
<PAGE>
SUMMARY
The following summary highlights differences between each Achievement Fund
and its corresponding Wells Fargo 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
Wells Fargo Fund prospectus(es).
Comparison of Current Fees
As shown in the following chart, in every case except the Institutional
Class of the Achievement Equity Fund-Wells Fargo Growth Fund pairing and the
Institutional Class of the Achievement Balanced Fund-Wells Fargo Asset
Allocation Fund pairing, the Wells Fargo Funds have total operating expense
ratios that are the same as or lower than those of the corresponding share
classes of the Achievement Funds, after waivers and reimbursements. In every
case except the Retail Class A and Class B of the Achievement Equity Fund-
Wells Fargo Growth Fund pairing, the Wells Fargo Funds have total operating
expense ratios that are lower than those of the corresponding share classes of
the Achievement Funds, before waivers and reimbursements.
<TABLE>
<CAPTION>
Total Operating Total Operating
Expenses Before/ Expenses Before/
Achievement Fund/ After Waivers Wells Fargo Fund/ After Waivers
Share Class and Reimbursements Share Class and Reimbursements
---------------------- ------------------ ---------------------- ------------------
<S> <C> <C> <C>
Equity Fund Growth Fund
Class A 1.28%/1.15% Class A 1.44%/1.12%
Class B 2.03%/1.90% Class B 2.24%/1.87%
Institutional Class 1.03%/0.90% Institutional Class 1.02%/1.00%
Balanced Fund Asset Allocation Fund
Class A 1.30%/1.15% Class A 1.20%/0.99%
Class B 2.05%/1.90% Class B 1.99%/1.74%
Institutional Class 1.05%/0.90% Institutional Class 1.03%/1.00%
Municipal Bond Fund National Tax-Free Fund
Class A 1.18%/1.00% Class A 0.97%/0.80%
Class B 1.93%/1.65% Class B 1.73%/1.55%
Institutional Class 0.93%/0.75% Institutional Class 0.68%/0.60%
Idaho Municipal Bond Fund National Tax-Free Fund
Class A 1.30%/1.00% Class A 0.97%/0.80%
Class B 2.05%/1.65% Class B 1.73%/1.55%
Institutional Class 1.05%/0.75% Institutional Class 0.68%/0.60%
Intermediate Term Bond Fund Income Fund
Class A 1.18%/1.00% Class A 1.10%/1.00%
Institutional Class 0.93%/0.75% Institutional Class 0.76%/0.75%
Short-Term Bond Fund Stable Income Fund
Class A 1.32%/1.00% Class A 1.06%/0.90%
Institutional Class 1.07%/0.75% Institutional Class 0.79%/0.65%
</TABLE>
7
<PAGE>
Another important point to consider is that currently, the actual fees paid
by the Achievement Funds are less than their permitted gross fees because of
fee waivers by certain of the Achievement Funds' service providers, but the
waivers are voluntary, which means the waivers and reimbursements could be
rescinded at any time, increasing the total operating expenses of the
Achievement Funds up to the maximum amount shown above. In contrast, Wells
Fargo Bank, as the investment advisor and administrator to each of the Wells
Fargo Funds is contractually obligated through waivers or reimbursements to
maintain the net operating expense ratios shown in the chart above. Wells
Fargo Bank is obligated to maintain the net operating expense ratio for the
Growth Fund until at least February 1, 2002, and to maintain the net operating
expense ratio for the Asset Allocation Fund until at least November 8, 2001.
Similarly, Wells Fargo Bank is obligated to maintain the net operating expense
ratios for the National Tax-Free Fund until at least November 1, 2001, and to
maintain the net operating expense ratio for the Income and Stable Income
Funds until at least October 1, 2001. Upon the expiration of the applicable
mandatory waiver period, the net operating expense ratios of each Wells Fargo
Fund may be increased only with the approval of the Board of Trustees. See
Exhibit A for a breakdown of the specific fees charged to each Wells Fargo
Fund and Achievement Fund, and more information about expenses.
Comparison of Investment Objectives, Principal Investment Strategies and
Policies
Each Achievement Fund and its corresponding Wells Fargo Fund pursue similar
investment objectives and hold substantially similar securities. As a result,
the proposed Reorganization is not expected to cause significant portfolio
turnover or transaction expenses from the sale of securities that are
incompatible with the investment objective(s) of the Wells Fargo Fund. A few
key differences do exist which are summarized here.
The Achievement Funds' investment objective(s) or goal(s) are classified as
fundamental, which means that the Board cannot change them without shareholder
approval. The Wells Fargo Funds' investment objectives are not classified as
fundamental, which means that the Board can change them without shareholder
approval. The Wells Fargo Funds believe that this approach allows the Board to
better respond to changing market conditions and to save the Wells Fargo Funds
and their shareholders money by eliminating the need to solicit proxies to
obtain shareholder approval to change an investment objective to respond to
changing market conditions.
The Wells Fargo Funds also have fewer and different "fundamental"
investment policies, which can only be changed with shareholder approval and
can restrict a fund's ability to respond to new developments and changing
trends. Investment policies may limit a portfolio manager from investing in a
security that is consistent with the investment objectives and principal
investment strategies of a Fund and otherwise an appropriate investment. The
Wells Fargo 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 Wells
Fargo 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.
8
<PAGE>
The following charts compare the investment objective(s) and principal
investment strategies of each Achievement Fund and the corresponding Wells
Fargo Fund, and describes the key differences between the Funds. 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 investment objective(s), principal
investment strategies and investment policies in its prospectus and SAI.
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ACHIEVEMENT EQUITY FUND Seeks long-term The Fund invests in a The Achievement Equity Fund
capital diversified portfolio includes current income as a
appreciation of U.S. equity secondary objective, whereas
with current securities, and long-term capital
income as a emphasizes investments appreciation is the Wells
secondary in companies with Fargo Growth Fund's only
consideration in medium to large market objective. Despite this
selecting capitalizations. stated difference, both
securities. Funds invest principally in
equity securities of
companies with medium to
large market
capitalizations, and in
selecting securities both
Funds analyze the earnings
growth trend of the company.
The Wells Fargo Growth Fund
has the authority to invest
up to 25% of its total
assets in foreign
securities, whereas the
Achievement Equity Fund does
not invest in foreign
securities.
-----------------------------------------------------------------------------------------
WELLS FARGO GROWTH FUND Seeks long-term The Fund invests
capital principally in a
appreciation. diversified portfolio
of common stocks and
other equity
securities of domestic
and foreign companies,
whose market
capitalization falls
within the range of
the Russell 1000
Index, which is
considered a mid- to
large-capitalization
index. The Fund looks
for companies that
have a strong earnings
growth trend and
above-average
prospects for future
growth.
-------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES
----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ACHIEVEMENT BALANCED Seeks total The Fund invests in a Both Funds are diversified,
FUND return diversified portfolio seek total return and invest
consisting of of U.S. equity in three asset classes, (i)
capital securities and stocks, (ii) bonds, and
appreciation and investment grade (iii) money market
current income fixed-income instruments. The Achievement
consistent with securities. Balanced Fund, however,
prudent individually selects the
investment risk. securities within the three
asset classes, whereas the
Wells Fargo Asset Allocation
Fund selects specific stock
and fixed income securities
based on their weighting in
a specific index. In
addition, the Achievement
Balanced Fund has minimum
requirements for each asset
class but the Wells Fargo
Asset Allocation Fund does
not. The Wells Fargo Asset
Allocation Fund may invest
up to 25% of its total
assets in foreign securities
that qualify as money market
instruments, whereas the
Achievement Balanced Fund
does not invest in foreign
securities.
-----------------------------------------------------------------------------------------
WELLS FARGO ASSET Seeks long-term The Fund does not
ALLOCATION FUND total return, select securities
consistent with individually, but
reasonable risk. rather buys
substantially all or a
representative sample
of the securities of
various indexes in
seeking to replicate
the total return of
the index. The Fund
uses an asset
allocation model to
allocate and
reallocate assets
among common stocks
(S&P 500 Index),
U.S. Treasury bonds
(Lehman Brothers 20+
Bond Index) and money
market instruments,
operating with a
"normal" allocation of
60% stocks and 40%
bonds. The Fund
invests in asset
classes that it
believes are
undervalued in order
to achieve better
long-term, risk-
adjusted returns.
----------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ACHIEVEMENT MUNICIPAL Seeks as high a The Fund invests Both Funds invest primarily
BOND FUND level of current primarily in a in municipal securities with
income exempt from diversified portfolio income that is exempt from
federal income of investment grade federal income tax and
taxes as is municipal federal alternative minimum
consistent with obligations. tax ("AMT"). The Achievement
preservation of Municipal Bond Fund reserves
capital. the right to invest up to
20% of its net assets in
securities that generate
income subject to AMT. The
Wells Fargo National Tax-
Free Fund reserves the right
to invest up to 20% of its
net assets in securities
that generate income subject
to federal income tax,
including AMT. The
Achievement Municipal Bond
Fund does not have any
restriction with respect to
the maturities of securities
held, whereas the dollar
weighted maturity of the
Wells Fargo National Tax-
Free Fund's portfolio is
generally between 10 and 20
years.
-----------------------------------------------------------------------------------------
WELLS FARGO NATIONAL Seeks current The Fund invests
TAX-FREE FUND income exempt from primarily in a
federal income diversified portfolio
tax. of investment grade
municipal securities
with average
maturities between 10
and 20 years.
-----------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES
----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ACHIEVEMENT IDAHO Seeks high current The Fund invests Both Funds invest in
MUNICIPAL BOND FUND income exempt from primarily in a municipal securities with
federal and Idaho focused portfolio of income that is exempt from
income taxes. investment grade federal income tax. The
municipal bonds of Achievement Idaho Municipal
Idaho issuers. Bond Fund, however, invests
primarily in Idaho municipal
securities, the interest
from which also is exempt
from Idaho personal income
tax. In contrast, the Wells
Fargo National Tax-Free Fund
invests in municipal
securities throughout the
United States. In addition,
the Achievement Idaho
Municipal Bond Fund does not
have any restriction with
respect to the maturities of
securities held, whereas the
dollar weighted maturity of
the Wells Fargo National
Tax-Free Fund's portfolio is
generally between 10 and
20 years.
-----------------------------------------------------------------------------------------
WELLS FARGO NATIONAL Seeks current The Fund invests
TAX-FREE FUND income exempt from primarily in a
federal income diversified portfolio
tax. of investment grade
municipal securities
with average
maturities between 10
and 20 years.
----------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ACHIEVEMENT INTERMEDIATE Seeks current The Fund invests The Wells Fargo Income Fund
TERM BOND FUND income consistent principally in a may invest up to 20%
with prudent diversified portfolio of its total assets in non-
investment risk of investment grade investment grade securities
and liquidity. fixed income (in the fifth highest
securities, while category), whereas the
maintaining a dollar- Achievement Intermediate
weighted average Bond Fund may invest only in
maturity of between 3 investment grade securities.
and 10 years. The Achievement Intermediate
Bond Fund may only invest up
to 30% of its assets in a
combination of U.S. dollar
denominated bonds of foreign
issuers, mortgage-backed
securities, asset-backed
securities and floating or
variable rate corporate
notes. In contrast, the
Wells Fargo Income Fund has
higher limits, including up
to 50% of its assets in
mortgage-backed securities
and up to 35% of its assets
in asset-backed securities.
The Wells Fargo Income Fund
has the flexibility to vary
its weighted average
maturity across a range of
years that is wider than
that of the Achievement
Intermediate Term Bond Fund.
-----------------------------------------------------------------------------------------
WELLS FARGO INCOME FUND Seeks current The Fund invests in a
income and total diversified portfolio
return. consisting of 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. The
Fund anticipates
maintaining an
average dollar-
weighted maturity of
between 3 and 15
years.
</TABLE>
--------------------------------------------------------------------------------
13
<PAGE>
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ACHIEVEMENT SHORT-TERM Seeks current The Fund invests in a Both Funds invest
BOND FUND income with portfolio of high principally in investment
preservation of quality fixed income grade securities. The
principal and securities, while Achievement Short-Term Bond
liquidity. maintaining a dollar- Fund may invest up to 30%
weighted average of its assets in a
maturity of less than combination of mortgage-
two years. backed securities, asset-
backed securities and
floating or variable rate
corporate bonds, whereas the
Wells Fargo Stable Income
Fund may invest up to 65% of
its portfolio in mortgage-
backed securities alone. The
Achievement Short-Term Bond
Fund maintains a dollar-
weighted average maturity of
less than 2 years with no
stated target duration,
whereas the Wells Fargo
Stable Income Fund seeks to
maintain a portfolio
duration of between 2 and 5
years with no stated target
average maturity.
-----------------------------------------------------------------------------------------
WELLS FARGO STABLE Seeks to maintain The Fund invests
INCOME FUND stability of solely in another
principal while fund that, in turn,
providing low invests principally
volatility total in short-term
return. investment-grade
securities which
include mortgage-
backed securities and
U.S. Government
obligations. The Fund
invests in fixed--and
variable-rate U.S.
dollar denominated
fixed-income
securities of U.S.
and foreign issuers,
including U.S.
Government
obligations and the
debt securities of
financial
institutions,
corporations, and
others.
</TABLE>
--------------------------------------------------------------------------------
14
<PAGE>
Common and Specific Risk Considerations
Because of the similarities in investment objectives and policies, the
Achievement Funds and the Wells Fargo Funds are subject to substantially
similar investment risks. The following discussion describes the principal
risks that may affect the Funds' portfolios as a whole, and compares the
principal risks associated with the Achievement Fund and its corresponding
Wells Fargo Fund. You will find additional descriptions of specific risks for
each Fund below and in the prospectus for the particular Achievement Fund or
Wells Fargo 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. The Funds
that invest in smaller companies, in foreign companies (including investments
made through ADRs 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, economic, political, regulatory and diplomatic risks.
Debt Securities. All of the Funds that invest in debt securities, such as
notes and bonds, are subject to credit risk and interest rate risk. Credit
risk is the possibility that an issuer of an instrument will be unable to make
interest payments or repay principal when due. Changes in the financial
strength of an issuer or changes in the credit rating of a security may affect
its value. Interest rate risk is the risk that interest rates may increase,
which will reduce the resale value of securities in a Fund's portfolio
investments, including U.S. Government obligations. Debt securities with
longer maturities are generally more sensitive to interest rate changes than
those with shorter maturities. Changes in market interest rates do not affect
the rate payable on debt securities held in a Fund, unless the securities have
adjustable or variable rate features, which can reduce the effect of interest
rate changes on the value of those securities. Changes in market interest
rates may also extend or shorten the duration of certain types of instruments,
such as asset-backed securities, and affect their value and the return on your
investment.
Achievement Equity Fund/Wells Fargo Growth Fund
The principal risks associated with investing in the Achievement Equity
Fund and the Wells Fargo Growth Fund are the risks associated with investments
in equity securities as described above. To the extent the Wells Fargo Growth
Fund exercises the right to invest in foreign securities, it may be subject to
additional risks associated with investments in foreign securities, including
fluctuating currency rates and risks emanating from political and economic
developments in foreign countries. The Achievement Equity Fund does not invest
in foreign securities, and thus is not subject to these additional risks.
Achievement Balanced Fund/Wells Fargo Asset Allocation Fund
The principal risks of investing in the Achievement Balanced Fund and the
Wells Fargo Asset Allocation Fund are the risks associated with investing in
equity and debt securities as described above. Both Funds invest in similar
securities and have similar risks. Because the Wells Fargo Asset Allocation
Fund may invest up to 25% of its assets in foreign securities that qualify as
money market instruments, it may be subject to additional risks associated
with foreign securities, including currency, economic, political, regulatory
and diplomatic risks. The Achievement Balanced Fund does not invest
15
<PAGE>
in foreign securities, and thus is not subject to these additional risks. The
Wells Fargo Asset Allocation Fund is not required to keep a minimum investment
in each asset class, nor is it prohibited from investing all of its assets in
a single class. This strategy is designed to enhance returns, but it may, at
times, expose the Fund to greater equity or debt risk than the Achievement
Balanced Fund.
Achievement Municipal Bond Fund/Wells Fargo National Tax-Free Fund
The principal risks of investing in the Achievement Municipal Bond Fund and
the Wells Fargo National Tax-Free Fund are the risks associated with debt
securities described above. Both Funds invest in similar securities and have
similar risks, however, the Achievement Municipal Bond Fund does not have any
restriction with respect to the maturities of securities held, whereas the
average dollar weighted maturity of the Wells Fargo National Tax-Free Fund's
portfolio is generally between 10 and 20 years. As of September 30, 2000,
however, the average option-adjusted maturity of the Achievement Municipal
Bond was approximately 9 years. The interest rate risk of each Fund relative
to the other is, in part, a reflection of the relative maturity of their
portfolios. In general, the Fund with the longer weighted average maturity at
any point in time is exposed to greater interest rate risk, but has a higher
potential return.
Achievement Idaho Municipal Bond Fund/Wells Fargo National Tax-Free Fund
The principal risks associated with the Achievement Idaho Municipal Bond
Fund and the Wells Fargo National Tax-Free Fund are the risks associated with
debt securities described above. Because the Achievement Idaho Municipal Bond
Fund invests primarily in obligations of Idaho issuers, it is subject to risks
associated with economic conditions in the state of Idaho that could affect
Idaho municipal securities. The Wells Fargo National Tax-Free Fund is
diversified among many states and thus is less vulnerable to economic
conditions in any one state. In addition, the Achievement Idaho Municipal Bond
Fund, as a non-diversified portfolio, is subject to increased risk because of
the impact (positive or negative) that any one issuer may have on the Fund's
holdings. The Wells Fargo National Tax-Free Fund, as a diversified portfolio,
does not have the additional risks associated with a non-diversified fund. The
Achievement Idaho Municipal Bond Fund does not have any restriction with
respect to the maturities of securities held, whereas the average dollar
weighted maturity of the Wells Fargo National Tax-Free Fund's portfolio is
generally between 10 and 20 years. As of September 30, 2000, however, the
average option-adjusted maturity of the Achievement Idaho Municipal Bond was
approximately 9 years. The interest rate risk of each Fund relative to the
other is, in part, a reflection of the relative maturity of their portfolios.
In general, the Fund with the longer weighted average maturity at any point in
time is exposed to greater interest rate risk, but has a higher potential
return.
Achievement Intermediate Term Bond Fund/Wells Fargo Income Fund
The principal risks associated with the Achievement Intermediate Term Bond
Fund and the Wells Fargo Income Fund are the risks associated with debt
securities described above. To the extent that the Wells Fargo Income Fund
exercises its right to invest 20% of its assets in non-investment grade
securities, it may be subject to greater credit risk that an issuer may
default on a non-investment grade bond than the Achievement Intermediate Term
Bond Fund, which may invest in only investment grade securities. To the extent
the Wells Fargo Income Fund extends its weighted average portfolio maturity
beyond 10 years, which is the maximum permitted for the Achievement
Intermediate Term Bond Fund, it may be subject to greater interest rate risk.
16
<PAGE>
Achievement Short-Term Bond Fund/Wells Fargo Stable Income Fund
The principal risks associated with the Achievement Short-Term Bond Fund
and the Wells Fargo Stable Income Fund are the risks associated with debt
securities described above. To the extent that the Achievement Short-Term Bond
Fund invests only in investment grade securities in the three highest
categories, while the Wells Fargo Stable Income Fund may invest in investment
grade securities in the four highest categories, the Achievement Short-Term
Bond Fund might be subject to less credit risk that an issuer would default.
Because the Wells Fargo Stable Income Fund has a longer average portfolio
duration than the Achievement Short-Term Bond Fund, it is subject to more
interest rate risk than the Achievement Short-term Bond Fund, which has a
shorter average portfolio duration. Because the Wells Fargo Stable Income Fund
may invest more of its total assets (up to 65%) in mortgage-backed securities
than the Achievement Short-Term Bond Fund (only up to 35%), the Wells Fargo
Stable Income Fund is subject to greater risk that consumers will either
accelerate their prepayment of mortgage loans, which can shorten the duration
of the portfolio and decrease its return, or extend their payment of mortgage
loans for longer than anticipated, which can extend the duration of the
portfolio and also decrease its return.
Comparison of Shareholder Services and Procedures
The Achievement Funds and Wells Fargo Funds have similar shareholder
services and procedures. The Wells Fargo Funds, however, have a larger variety
of share classes available to investors. The Achievement Funds offer two
retail classes, Class A and B. The Wells Fargo Funds offer three retail
classes, Class A, Class B and Class C Shares. Also, the Wells Fargo Funds
offer institutional shares and service shares of certain Funds, and Online
Shares of two Funds.
Similar to Class A and Class B shares of the Wells Fargo Funds, the
Achievement Funds' Class A shares have a front-end load, and Class B shares
have a contingent deferred sales load. Both the Achievement Funds and the
Wells Fargo Funds waive front-end sales loads for certain investors, including
certain employees, officers and trustees of the Funds and various entities
affiliated with the Funds. The fee tables in Exhibit A include comparative
information about maximum sales charges on purchases and maximum deferred
sales charges on redemptions for the Funds. For more detailed information on
sales charges, including volume purchase sales charge breakpoints and waivers,
and reductions of deferred sales charges over time, see the Funds'
prospectuses. All Achievement Fund shareholders will receive shares of the
same class of the corresponding Wells Fargo Fund. For example, shareholders
with A Shares will receive A Shares. The Reorganization will not trigger any
sales charges for shareholders.
Each Achievement Fund has adopted a distribution plan that allows the Fund
to pay distribution and service fees for the sale and distribution of its
shares. Similarly, the Wells Fargo Funds have adopted a distribution plan and
shareholder servicing plan to permit the Funds to pay for shareholder
servicing and distribution-related services. Each class of each Wells Fargo
Fund has the same or lower aggregate distribution and shareholder servicing
fees as the corresponding class of the corresponding Achievement Fund.
The Achievement Funds and Wells Fargo Funds have substantially similar
policies with respect to redemption procedures and the pricing of fund shares.
The Wells Fargo Funds and Achievement Funds generally permit exchanges between
like share classes of all their funds. For both the Achievement Funds and the
Wells Fargo Funds, an exchange of fund shares generally is taxable for federal
income tax purposes. Both the Achievement Funds and the Wells Fargo Funds
permit
17
<PAGE>
systematic withdrawals from their respective funds. If you have a systematic
withdrawal plan in effect for your Achievement Fund holdings, it will
automatically be carried over to the Wells Fargo Funds.
Both the Achievement Funds and the Wells Fargo Funds distribute capital
gains, if any, to shareholders at least annually. The Achievement Funds and
Wells Fargo Funds that invest primarily in equity securities declare and pay
distributions of net investment income on a different frequency. The chart
below summarizes when distributions are declared and paid for the Achievement
Funds and the Wells Fargo Funds.
<TABLE>
<CAPTION>
Name of Fund Frequency Declared Frequency Paid
--------------------------------------- ------------------ --------------
<S> <C> <C>
Achievement Equity Fund quarterly quarterly
Wells Fargo Growth Fund annually annually
Achievement Balanced Fund monthly monthly
Wells Fargo Asset Allocation Fund quarterly quarterly
Achievement Municipal Bond Fund daily monthly
Wells Fargo National Tax-Free Fund daily monthly
Achievement Idaho Municipal Bond Fund daily monthly
Wells Fargo National Tax-Free Fund daily monthly
Achievement Intermediate Term Bond Fund daily monthly
Wells Fargo Income Fund monthly monthly
Achievement Short-Term Bond Fund daily monthly
Wells Fargo Stable Income Fund monthly monthly
</TABLE>
Both the Achievement Funds and the Wells Fargo Funds offer a choice between
automatically reinvesting dividends in additional shares and receiving the
distribution by check.
The Achievement Funds' prospectus and the Wells Fargo Funds' prospectuses
and SAIs contain more detailed discussions of shareholder services and
procedures.
Comparison of Investment Advisors and Investment Advisory Fees
Wells Fargo Bank serves directly as the investment advisor to the Wells
Fargo Growth, Asset Allocation, National Tax-Free and Income Funds. Because
the Wells Fargo Stable Income Fund is a gateway fund that invests
substantially all of its assets in a core portfolio of Wells Fargo Core Trust,
Wells Fargo Bank does not provide investment advisory services to this Fund
directly. Wells Fargo Bank instead serves as the investment advisor to the
core portfolio in which the Wells Fargo Stable Income Fund invests. Thus,
Wells Fargo Bank serves as the investment advisor to each of the Wells Fargo
Funds either directly or indirectly. Wells Fargo Bank is located at 525 Market
Street, San Francisco, CA 94105. Wells Fargo Bank, founded in 1852, is the
oldest bank in the western United States and is one of the largest banks in
the United States. Wells Fargo Bank is a wholly-owned subsidiary of Wells
Fargo & Company, a national bank holding company. As of September 30, 2000,
Wells Fargo Bank and its affiliates provided advisory services for over $129
billion in assets. First Security Investment Management, Inc, a wholly-owned
subsidiary of First Security Corporation, is currently the investment advisor
to each of the Achievement Funds.
In advance of the May 11, 2001 effectiveness of certain provisions of the
Gramm-Leach-Bliley financial services modernization legislation, Wells Fargo
Bank's mutual fund advisory and administrative activities will be spun-off to
a separate division of Wells Fargo Bank, or to a new wholly-owned subsidiary
of either Wells Fargo Bank or Wells Fargo & Company, which we refer to
18
<PAGE>
as the New Wells Entity. As required under the Gramm-Leach-Bliley Act, the New
Wells Entity will then register as an investment adviser under federal law.
Regardless of which type of entity is selected as the New Wells Entity, the
current mutual fund personnel at Wells Fargo Bank will become employees of the
New Wells Entity, and the New Wells Entity will provide services of at least
the same nature and quality with at least the same resources available to it,
for the same fee, to each of the Wells Fargo Funds. References to Wells Fargo
Bank as advisor and administrator to the Wells Fargo Funds should be
interpreted as referring to the New Wells Entity following this spin-off.
The following chart highlights the annual rate of investment advisory fees
paid by each Achievement Fund and Wells Fargo Fund as a percentage of average
net assets.
<TABLE>
<CAPTION>
Fund Advisory Fee (Contractual)
--------------------------------------- --------------------------
<S> <C>
Achievement Equity Fund 0.74%
Wells Fargo Growth Fund 0.75%
Achievement Balanced Fund 0.74%
Wells Fargo Asset Allocation Fund 0.80%
Achievement Municipal Bond Fund 0.60%
Wells Fargo National Tax-Free Fund 0.40%
Achievement Idaho Municipal Bond Fund 0.60%
Wells Fargo National Tax-Free Fund 0.40%
Achievement Intermediate Term Bond Fund 0.60%
Wells Fargo Income Fund 0.50%
Achievement Short-Term Bond Fund 0.60%
Wells Fargo Stable Income Fund 0.50%
</TABLE>
Wells Capital Management Incorporated, or WCM, a wholly owned subsidiary of
Wells Fargo Bank, is the sub-advisor directly or indirectly for each of the
Wells Fargo Funds, except the Asset Allocation Fund. Because the Stable 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 Stable Income Fund invests. In that capacity, it is responsible for the
day-to-day investment management activities of each of the Wells Fargo Funds,
except the Asset Allocation Fund. As of September 30, 2000, WCM provided
advisory services for over $86 billion in assets.
Barclays Global Fund Advisors, or BGFA, a wholly owned subsidiary of
Barclays Global Investors, N.A., is the sub-adviser for the Wells Fargo Asset
Allocation Fund. In that capacity, it is responsible for the model that is
used to manage the investment portfolio and the selection of securities for
the Asset Allocation Fund. As of September 30, 2000, BGFA and its affiliates
provided investment advisory services for over $830 billion in assets.
19
<PAGE>
Comparison of Other Principal Service Providers
The following is a list of principal service providers for the Achievement
Funds and Wells Fargo Funds:
<TABLE>
<CAPTION>
Service Providers
----------------------------------------------------------
Service Achievement Funds Wells Fargo Funds
---------------------------------------------------------------------------------------
<S> <C> <C>
Investment Advisor First Security Investment Wells Fargo Bank
Management, Inc. 525 Market Street
61 South Main Street San Francisco, CA 94120
Salt Lake City, UT 84111
---------------------------------------------------------------------------------------
Sub-advisor None WCM (all Funds except the
Asset Allocation Fund)
525 Market Street
San Francisco, CA 94120
BGFA (Asset Allocation Fund)
45 Fremont Street
San Francisco, CA 94105
---------------------------------------------------------------------------------------
Distributor SEI Investments Distribution Stephens Inc.
Co. 111 Center Street
One Freedrom Valley Drive Little Rock, AR 72201
Oaks, PA 19456
---------------------------------------------------------------------------------------
Administrator SEI Investments Mutual Fund Wells Fargo Bank
Services
---------------------------------------------------------------------------------------
Custodian First Union National Bank Wells Fargo Bank Minnesota,
N.A.
Barclays Global Investors
(for Asset Allocation Fund
only)
---------------------------------------------------------------------------------------
Fund Accountant Accounting services Forum Accounting Services,
performed under the LLC
Administration Agreement.
---------------------------------------------------------------------------------------
Transfer Agent and DST Systems Inc. Boston Financial Data
Dividend Disbursing Agent Services, Inc.
---------------------------------------------------------------------------------------
Independent Auditors Deloitte & Touche LLP KPMG LLP
</TABLE>
Comparison of Business Structures
Federal securities laws largely govern the way mutual funds operate, but
they do not cover every aspect of a fund's existence and operation. State law
and each Fund's governing documents create additional operating rules and
restrictions that funds must follow. The Achievement Funds are organized as
series of a Massachusetts business trust, whereas the Wells Fargo Funds are
series of a Delaware business trust. This difference will not significantly
affect the operation of your Fund or change the responsibilities, powers or
the fiduciary duty of the Wells Fargo Funds' Board of Trustees.
20
<PAGE>
Under both 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 a
matter only if required under the federal securities laws or if the Board
decides to submit the matter to shareholders. Accordingly, Wells Fargo Fund
shareholders may have more limited voting rights than the shareholders of the
Achievement Funds. In this regard, The Achievement Funds Trust's Trust
Instrument permits shareholders to vote on amendments to the Trust Instrument
that would adversely affect 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 Achievement Funds Trust's Trust Instrument gives shareholders
the express right to vote on certain mergers and reorganizations, and requires
the affirmative vote of a majority of the outstanding shares. Wells Fargo Fund
shareholders have the right to vote for reorganizations only if expressly
required under the federal securities laws.
Terms of the Reorganization
At the effective time of the Reorganization, each Wells Fargo Fund will
acquire all of the assets, and assume all of the liabilities, of the
corresponding Achievement Fund shown in the table below in exchange for shares
of the corresponding class of the Wells Fargo Fund.
<TABLE>
<CAPTION>
Achievement Funds Wells Fargo Funds
----------------------------------- -----------------------------------
<C> <S>
Equity Fund Growth Fund
Balanced Fund Asset Allocation Fund
Municipal Fund National Tax-Free Fund
Idaho Municipal Bond Fund National Tax-Free Fund
Intermediate Term Bond Fund Income Fund
Short-Term Bond Fund Stable Income Fund
</TABLE>
Each Wells Fargo Fund will issue the number of full and fractional shares
determined by dividing the net value of all the assets of each respective
Achievement Fund by the net asset value of one share of the Wells Fargo 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
Achievement Funds' assets and the net asset value of a share of the Wells
Fargo Funds. To determine the valuation of the assets transferred by each
Achievement Fund and the number of shares of each Wells Fargo Fund to be
transferred, the parties will use the standard valuation methods used by the
Wells Fargo Funds in determining daily net asset values, which do not differ
materially from the standard methods used by the Achievement Funds. The
valuation will occur on the closing date of the Reorganization, which is
expected to be on or about February 2001, and will be done at the time of day
the Achievement Funds and Wells Fargo Funds ordinarily calculate their net
asset value.
Each Achievement Fund will distribute the Wells Fargo Fund shares received
in the Reorganization to its shareholders in liquidation of the Achievement
Fund. Through this process, shareholders of record of each Achievement Fund
will be credited with shares of the corresponding Wells Fargo Fund having a
value equal to the Achievement Fund shares that the shareholders hold of
record at the effective time of the Reorganization. At that time, the
Achievement Fund will redeem and cancel its outstanding shares and will wind-
up its affairs and terminate as soon as is reasonably practicable after the
Reorganization.
The parties may terminate the Reorganization plan by mutual consent and
each party has the right to unilaterally terminate the Reorganization plan
under certain circumstances. For example, either party
21
<PAGE>
may at any time terminate the Reorganization plan unilaterally upon a
determination by its Board that proceeding with the Reorganization is not in
the best interest of its shareholders. Completion of the Reorganization is
subject to numerous conditions set forth in the Reorganization plan. An
important condition to closing is that the Achievement Funds and Wells Fargo
Funds receive a tax opinion to the effect that the Reorganization will not be
taxable for federal income tax purposes for the Achievement Funds, the Wells
Fargo Funds or the Achievement Funds' shareholders. Other material conditions
include the receipt of legal opinions regarding the Achievement Funds, the
Wells Fargo Funds and the
Reorganization. Last, the closing is conditioned upon both the Achievement
Funds and Wells Fargo Funds receiving the necessary documents to transfer the
assets and liabilities of each Achievement Fund to its corresponding Wells
Fargo Fund, and to transfer the Wells Fargo Fund shares back to its
corresponding Achievement Fund in exchange for the assets received.
Board Consideration of the Reorganization
The Trustees of the Achievement Funds were first advised of the proposed
Reorganization of the Achievement Funds into the Wells Fargo Funds at the
regular quarterly meeting of the Trustees held on August 4, 2000. Summary
information concerning the comparative performance and operating expense
ratios of the Achievement Funds and the Wells Fargo Funds was distributed and
discussed at that meeting.
A special meeting of the Trustees was held on October 5, 2000, to consider
the proposed Reorganization. The Trustees requested and received from Wells
Fargo Bank and First Security Investment Management, Inc., written materials
concerning the Wells Fargo Funds and the proposed Reorganization. Those
materials included information on the investment objectives and the strategies
of the Wells Fargo Funds, comparative operating expense ratio and performance
information, a description of the service providers and marketing plans for
the Wells Fargo Funds, and an analysis of the projected benefits to
Achievement Fund shareholders from the proposed Reorganization.
At a meeting on November 1, 2000, the Trustees of the Achievement Funds met
again to consider the Reorganization and unanimously approved the
Reorganization plan and determined that the Reorganization of the Achievement
Funds into the Wells Fargo 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 Funds family will enjoy a wide array of
investment options and strategies. The Wells Fargo Funds family consists of
more than 65 mutual funds, including over 20 different equity funds, 12 asset
allocation and balanced funds, 11 tax-free funds, 8 income funds and 14 money
market funds. Currently, the Achievement Funds family has 6 funds, of which 1
is an equity fund, 1 is a balanced fund, 2 are tax-free funds and 2 are income
funds.
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 across the
entire spectrum of 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
22
<PAGE>
international, index, small cap, mid cap and large cap styles and 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 ACHIEVEMENT FUND SHARES
If you were to redeem your investment in the Achievement Funds to invest in
the Wells Fargo Funds or another investment product, you generally would
recognize gain or loss for federal income tax purposes upon the redemption of
the shares. By contrast, it is intended that the proposed Reorganization of
the Achievement Funds will result in your investment being transferred to the
corresponding Wells Fargo Fund without recognition of gain or loss for federal
income tax purposes. Based on the conclusion that the Reorganization is not
taxable, after the Reorganization you will have the same basis and holding
period for your Wells Fargo Fund shares as you had for your Achievement 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 net
asset value at any time. At that time, you generally would recognize a gain or
loss for federal income tax purposes.
. MARKET PRESENCE
The Reorganization has the potential for the former shareholders of the
Achievement Funds to achieve greater investment leverage and market presence.
As of September 30, 2000, the Wells Fargo Fund family had approximately $68
billion in assets, and was the 27th largest mutual fund family in the United
States. Fund investment opportunities for a mutual fund or a fund family tend
to increase as fund or fund family assets increase by giving fund portfolio
managers broader investment opportunities and lower trading costs.
. IMPROVED OPERATING EFFICIENCIES
The Wells Fargo Funds have the potential to operate more efficiently than
the Achievement 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. The
Reorganization also has the potential to achieve efficiencies by eliminating
the need for two sets of service providers, compliance systems and boards of
trustees.
. ENHANCED VIABILITY
The combined Achievement and Wells Fargo Funds will be more viable due to
the larger asset size and the multiple channels of distribution. Shares of the
Wells Fargo Funds are sold through 32 organizations affiliated with Wells
Fargo & Company and through 288 third-party organizations. As a result of
those relationships, sales of new shares of the Wells Fargo Funds are
significantly higher than sales of new shares of the Achievement Funds. The
multiple distribution channels available to the Wells Fargo Funds should
enhance the market presence and facilitate the operating efficiencies
described above.
. COMPATIBLE OBJECTIVES AND INVESTMENT STRATEGIES
As discussed in the section entitled "Comparison of Investment Objectives,
Principal Investment Strategies and Policies," each Wells Fargo Fund and
Achievement Fund have compatible investment objectives and strategies,
although the phrasing of the investment objective(s) differ slightly. As a
result, the proposed Reorganization is not expected to cause significant
portfolio turnover
23
<PAGE>
or transaction expenses from the sale of securities that are incompatible with
the investment objective(s) of the Wells Fargo Fund. It also is not expected
to significantly alter the risk/potential return profile of any shareholder's
investment.
. EXPENSES OF THE REORGANIZATION
Well Fargo Bank has agreed to pay all of the expenses of the Reorganization
so shareholders of the Achievement Funds and Wells Fargo Funds will not bear
these costs.
Performance
The following table shows the average annual total returns of the
Institutional Class shares of the Achievement Funds and Wells Fargo Funds for
1, 5 and 10 years (or, if less, since inception). For more information
regarding the total returns of each of the Funds, see the "Financial
Highlights" in the Wells Fargo Funds' prospectuses accompanying this statement
or your Achievement Fund prospectus. Of course, past performance does not
predict future results.
<TABLE>
<CAPTION>
Average Annual Total Return/1/
As of September 30, 2000
(Inception date of fund) 1 Year 5 Years 10 Years Since Inception
----------------------------- --------- --------- --------- ---------------
<S> <C> <C> <C> <C>
Achievement Equity Fund (12/28/94) 19.80% 17.80% N/A 20.11%/2/
Wells Fargo Growth Fund (8/2/95)/3/ 14.55% 18.12% 16.34% N/A
Achievement Balanced Fund (12/28/94) 14.53% 12.92% N/A 14.58%/2/
Wells Fargo Asset Allocation/4/ 11.95% 15.44% 14.52% N/A
Achievement Municipal Bond Fund (10/31/96) 4.65% N/A N/A 4.75%/2/
Wells Fargo National Tax-Free Fund/5/ 5.55% 5.58% 6.29% N/A
Achievement Idaho Municipal Bond Fund (12/28/94) 5.88% 4.40% N/A 5.61%/2/
Wells Fargo National Tax-Free Fund/5/ 5.55% 5.58% 6.29% N/A
Achievement Intermediate Term Bond Fund (12/28/94) 5.66% 5.23% N/A 6.36%/2/
Wells Fargo Income Fund/6/ 5.57% 5.37% 6.98% N/A
Achievement Short-Term Bond Fund (12/28/94) 5.82% 5.36% N/A 5.67%/2/
Wells Fargo Stable Income Fund (11/11/94) 5.67% 5.62% N/A 5.90%/2/
</TABLE>
--------
/1/The returns for the Institutional Class shares do not reflect applicable
sales charges and higher fees and expenses of the Class A and Class B
shares of the Funds. Thus, returns for the Class A and Class B shares of
both the Achievement Funds and the Wells Fargo Funds were lower than
reflected in this table.
/2/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.
/3/The Institutional Class shares of the Wells Fargo Growth Fund commenced
operations on October 1, 1995. Performance shown for periods prior to the
inception of the Institutional Class shares of the Fund reflects the
performance of the Class A shares (which commenced operations on August 2,
1990) adjusted to reflect the fees and expenses of the Institutional Class
shares.
/4/The Institutional Class shares of the Wells Fargo Asset Allocation Fund
commenced operations on November 11, 1999. Performance shown for periods
prior to the inception of the Institutional Class shares of the Fund
reflects the performance of the Class A shares (which commenced operations
on November 13, 1986) adjusted to reflect the fees and expenses of the
Institutional Class shares.
/5/The Institutional Class shares of the Wells Fargo National Tax-Free Fund
commenced operations on August 2, 1993. Performance shown for periods prior
to the inception of the Institutional Class shares of the Fund reflects the
performance of the Class A shares (which commenced operations on August 1,
1989) adjusted to reflect the fees and expenses of the Institutional Class
shares.
24
<PAGE>
/6/The Institutional Class shares of the Wells Fargo Income Fund commenced
operations on August 2, 1993. Performance shown for periods prior to the
inception of the Institutional Class shares of the Fund reflects the
performance of the Class A shares (which commenced operations on June 9,
1987) adjusted to reflect the fees and expenses of the Institutional Class
shares.
Material Federal Income Tax Consequences and Federal Income Tax Opinions
The following discussion summarizes the material federal income tax
consequences of the Reorganization that are applicable to Achievement 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. An Achievement Fund shareholder's tax treatment may vary
depending upon his or her particular situation. In addition, the following
types of Achievement Fund shareholders, among others, also may be subject to
special rules not discussed below: 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 Achievement Fund shares as part of a hedge, straddle or
conversion transaction; or a person that does not hold Achievement Fund shares
as a capital asset at the time of the Reorganization.
Neither the Achievement Funds nor the Wells Fargo 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 could adopt positions contrary to that discussed below
and such positions could be sustained. Achievement Fund shareholders are urged
to consult with their own tax advisors and financial planners as to the
particular tax consequences of the merger to the Achievement Fund shareholder,
including the applicability and effect of any state, local or foreign laws,
and the effect of possible changes in applicable tax laws.
The obligation of the Achievement Funds and the Wells Fargo Funds to
consummate the Reorganization is conditioned upon the receipt of an opinion of
counsel substantially to the effect that, on the basis of the representations
set forth or referred to in the opinion, the Reorganization with respect to
each Achievement Fund and the corresponding Wells Fargo Fund will be treated
for federal income tax purposes as a tax-free reorganization under Section
368(a) of the Internal Revenue Code and that an Achievement Fund and
corresponding Wells Fargo Fund will each be a party to a reorganization within
the meaning of Section 368(b) of the Internal Revenue Code. Provided that the
Reorganization so qualifies and an Achievement Fund and the corresponding
Wells Fargo Fund are so treated:
. Neither an Achievement Fund nor the corresponding Wells Fargo Fund will
recognize any gain or loss as a result of the Reorganization.
. An Achievement Fund shareholder will not recognize any gain or loss as a
result of the receipt of Wells Fargo Fund shares in exchange for such
shareholder's Wells Fargo Fund shares pursuant to the Reorganization.
. An Achievement Fund shareholder's aggregate tax basis in Wells Fargo
Fund shares received pursuant to the Reorganization will equal such
shareholder's aggregate tax basis in Achievement Fund shares held
immediately before the Reorganization.
25
<PAGE>
. An Achievement Fund shareholder's holding period for the Wells Fargo
Fund shares received pursuant to the Reorganization will include the
period during which the Achievement Fund shares have been held.
The tax opinion described above will be 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 the Achievement
Funds and the Wells Fargo Funds, including representations in certificates to
be delivered by the management of each of the Achievement Funds and Wells
Fargo Funds, which if incorrect in any material respect would jeopardize the
conclusions reached in the opinion.
Regardless of whether the acquisition of the assets and liabilities of an
Achievement Fund by a corresponding Wells Fargo Fund qualifies as a tax-free
reorganization as described above, the sale of securities by an Achievement
Fund prior to the Reorganization, whether in the ordinary course of business
or in anticipation of the Reorganization, is expected to result in a taxable
distribution to the Achievement Funds' shareholders.
Since its formation, each of the Achievement Funds and Wells Fargo Funds
believe it has qualified as a separate "regulated investment company" under
the Internal Revenue Code. Accordingly, each of the Achievement Funds and
Wells Fargo 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.
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 Bank.
Information on Voting
This proxy statement/prospectus is being provided in connection with the
solicitation of proxies by the Board of Trustees of the Achievement Funds to
solicit your vote for a proposal at a meeting of shareholders, which we refer
to as the Meeting. The Meeting will be held at the offices of the Achievement
Funds located at One Freedom Valley Drive, Oaks, Pennsylvania on February 8,
2001 at 11:00 a.m. (Eastern Time).
You may vote in one of three ways. You may complete and sign the enclosed
proxy card and mail it to us in the enclosed prepaid return envelope (if
mailed in the United States). You may vote on the Internet by going to
http://www.proxyvote.com and following the instructions. Last, you also can
call the toll-free number printed on your proxy ballot. To vote via the
Internet or telephone you will need the "control number" that appears on your
proxy card.
You may revoke a proxy once it is given. If you desire to revoke a proxy,
you must submit to the appropriate Achievement 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 the proposal.
Only shareholders of record on December 1, 2000 are entitled to notice of
and to vote at the Meeting. Each share held as of the close of business on
December 1, 2000 is entitled to one vote. For
26
<PAGE>
each Achievement Fund, the presence in person or by proxy of one-half of the
shares of the Fund entitled to vote is required to constitute a quorum at the
meeting for the transaction of all business. Approval of the Reorganization by
any Achievement Fund requires the lesser of (1) 67% or more of the Fund's
voting shares, if holders of more than 50% of the Fund's outstanding shares
are present or represented by proxy, or (2) more than 50% of a Fund's
outstanding voting securities.
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 the 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 Trustees of the Achievement Funds 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 The Achievement Funds Trust, and employees
and agents of Wells Fargo & Company and First Security Corporation and their
affiliates may solicit proxies by telephone. Wells Fargo Bank will reimburse
upon request persons holding shares as nominees for their reasonable expenses
in sending soliciting material to their principals.
27
<PAGE>
Existing and Pro Forma Capitalization
The following table sets forth as of the date specified in the chart below,
(i) the current capitalization of the Achievement Funds, (ii) the current
capitalization of the Wells Fargo Funds, and (iii) the pro forma capitalization
of the Wells Fargo Funds, adjusted to give effect to the proposed acquisition
of assets at net asset value.
<TABLE>
<CAPTION>
Achievement Equity Fund/ Total Net Shares Net Asset Value
Wells Fargo Growth Fund Assets Outstanding Per Share
-------------------------------- -------------- ----------- ---------------
<S> <C> <C> <C>
Achievement Equity Fund
Class A $ 12,424,001 643,652 $19.30
Class B $ 2,770,514 146,337 $18.93
Institutional Class $ 299,105,279 15,408,808 $19.41
Wells Fargo Growth Fund $ 311,038,398 13,632,002 $22.82
Class A $ 69,433,478 4,349,140 $15.96
Class B $ 52,560,754 1,961,425 $26.80
Institutional Class
Pro Forma Wells Fargo Growth Fund
(as of 9/30/00)
Class A $ 323,462,399 14,176,514 22.82
Class B $ 72,203,992 4,522,677 15.96
Institutional Class $ 351,666,033 13,123,223 26.80
<CAPTION>
Achievement Balanced Fund/
Wells Fargo Asset Allocation Total Net Shares Net Asset Value
Fund Assets Outstanding Per Share
---------------------------- -------------- ----------- ---------------
<S> <C> <C> <C>
Achievement Balanced Fund
Class A $ 3,351,769 230,864 $14.52
Class B $ 1,939,824 133,880 $14.49
Institutional Class $ 207,243,425 14,254,869 $14.54
Wells Fargo Asset Allocation Fund $1,266,357,592 51,975,430 $24.36
Class A $ 577,525,888 39,087,713 $14.78
Class B $ 20,821,881 854,269 $24.37
Institutional Class
Pro Forma Wells Fargo Asset
Allocation Fund (as of 9/30/00)
Class A $1,269,709,361 52,113,004 24.36
Class B $ 579,465,712 39,218,992 14.78
Institutional Class $ 228,065,306 9,356,940 24.37
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
Achievement Municipal Bond
Fund/Achievement Idaho Municipal
Bond Fund/Wells Fargo National Shares Net Asset Value
Tax-Free Fund Total Net Assets Outstanding Per Share
--------------------------------- ---------------- ----------- ---------------
<S> <C> <C> <C>
Achievement Municipal Bond Fund
(Fund A)
Class A $ 4,551,965 480,307 $ 9.48
Class B $ 2,058,309 217,171 $ 9.48
Institutional Class $ 62,324,532 6,572,701 $ 9.48
Achievement Idaho Municipal Bond
Fund (Fund B)
Class A $ 8,036,404 791,089 $10.16
Class B $ 1,669,696 164,220 $10.17
Institutional Class $ 21,251,674 2,097,071 $10.13
Wells Fargo National Tax-Free
Fund (Fund C)
Class A $ 64,858,654 6,669,992 $ 9.72
Class B $ 18,366,568 1,888,663 $ 9.72
Institutional Class $244,625,581 25,144,150 $ 9.73
Pro Forma Wells Fargo National
Tax-Free Fund (Fund A + Fund C)
(as of 6/30/00)
Class A $ 69,410,619 7,138,109 9.72
Class B $ 20,424,877 2,100,322 9.72
Institutional Class $306,950,113 31,550,244 9.73
Pro Forma Wells Fargo National
Tax-Free Fund (Fund B + Fund C)
(as of 6/30/00)
Class A $ 72,895,058 7,496,445 9.72
Class B $ 20,036,264 2,060,360 9.72
Institutional Class $265,877,255 27,328,520 9.73
Pro Forma Wells Fargo National
Tax-Free Fund (Fund A+ Fund B +
Fund C) (as of 6/30/00)
Class A $ 77,447,023 7,964,564 9.72
Class B $ 22,094,573 2,272,020 9.72
Institutional Class $328,201,787 33,734,623 9.73
<CAPTION>
Achievement Intermediate Term
Bond Fund/ Wells Fargo Income Shares Net Asset Value
Fund Total Net Assets Outstanding Per Share
--------------------------------- ---------------- ----------- ---------------
<S> <C> <C> <C>
Achievement Intermediate Term
Bond Fund
Class A $ 1,163,686 117,378 9.91
Institutional Class $154,133,014 15,583,779 9.89
Wells Fargo Income Fund
Class A $ 16,894,583 1,907,505 8.86
Institutional Class $369,718,662 41,785,788 8.85
Pro Forma Wells Fargo Income Fund
(as of 5/31/00)
Class A $ 18,058,269 2,038,893 8.86
Institutional Class $523,851,676 59,205,994 8.85
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
Achievement Short-Term Bond Fund/ Shares Net Asset Value
Wells Fargo Stable Income Fund Total Net Assets Outstanding Per Share
---------------------------------------- ---------------- ----------- ---------------
<S> <C> <C> <C>
Achievement Short-Term Bond Fund
Class A $ 173,999 17,812 $ 9.77
Institutional Class $ 28,719,631 2,937,325 $ 9.78
Wells Fargo Stable Income Fund
Class A $ 8,912,003 878,114 $10.15
Institutional Class $191,357,706 18,850,427 $10.15
Pro Forma Wells Fargo Stable
Income Fund (as of 5/31/00)
Class A $ 9,086,002 895,258 10.15
Institutional Class $220,077,337 21,679,570 10.15
</TABLE>
Outstanding Shares
As of December 1, 2000, each Achievement Fund and its corresponding Wells
Fargo Fund had the following numbers of shares outstanding:
<TABLE>
<CAPTION>
Number of Shares
Achievement Funds Outstanding Wells Fargo Fund
--------------------------- ----------------------- ----------------------
<S> <C> <C> <C>
Equity Fund Growth Fund
Balanced Fund Asset Allocation Fund
Municipal Bond Fund National Tax-Free Fund
Idaho Municipal Bond Fund National Tax-Free Fund
Intermediate Term Bond Fund Income Fund
Short-Term Bond Fund Stable Income Fund
</TABLE>
Interest of Certain Persons in the Transactions
To the knowledge of the Achievement Funds and Wells Fargo Funds, the
following are the only persons who owned of record or beneficially, five
percent or more of the outstanding shares of any Achievement Fund or Wells
Fargo Fund:
[As of November , 2000]
[Table to be inserted]
To the knowledge of the Achievement Funds and Wells Fargo Funds, the
following are the only persons who owned of record or beneficially, more than
25% of the outstanding shares of any Achievement Fund or Wells Fargo Fund:
As of November , 2000
[Table to be inserted]
30
<PAGE>
In addition, as of November , 2000, First Security Corporation or its
affiliates controlled or held with sole or shared power to vote more than 25%
of the outstanding shares of each of the Achievement Funds, respectively, in a
trust, agency, custodial or other fiduciary or representative capacity. As a
result, First Security Corporation 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 First Security Corporation will
vote the shares of the Achievement Funds that are entitled to be voted by
First Security Corporation. As of November , 2000, the officers and Trustees
of the Achievement Funds as a group owned less than 1% of each Achievement
Fund. As of November , 2000, the officers and Trustees as a group of the
Wells Fargo Funds owned less than 1% of each of the Wells Fargo Funds.
31
<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>
Achievement Wells Fargo
Class A Equity Fund Growth Fund
------- ----------- -----------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as a
percentage of offering price)...................... 4.50% 5.75%
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/1/
Annual Fund Operating Expenses (expenses that are
deducted from fund assets, as a percentage of average
net assets)
Management fee...................................... 0.74% 0.75%
Distribution (Rule 12b-1) fee....................... 0.25%/4/ 0.00%
Other expenses...................................... 0.29% 0.69%
Total Annual Fund Operating Expenses (Gross)........ 1.28%/2/ 1.44%
Waivers............................................. Note 2 0.32%
Net Annual Fund Operating Expenses.................. Note 2 1.12%/3/
<CAPTION>
Achievement Wells Fargo
Class B Equity Fund Growth Fund
------- ----------- -----------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as a
percentage of offering price)...................... None 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)........................................ 5.00% 5.00%
Annual Fund Operating Expenses (expenses that are
deducted from fund assets, as a percentage of average
net assets)
Management fee...................................... 0.74% 0.75%
Distribution (Rule 12b-1) fee....................... 1.00%/4/ 0.75%
Other expenses...................................... 0.29% 0.74%
Total Annual Fund Operating Expenses (Gross)........ 2.03%/2/ 2.24%
Waivers............................................. Note 2 0.37%
Net Annual Fund Operating Expenses.................. Note 2 1.87%/3/
</TABLE>
--------
/1/Class A shares that are purchased at NAV in amounts of $1,000,000 or more
may be assessed a 1.00% CDSC if they are redeemed within one year from the
date of purchase.
/2/The advisor of the Achievement Equity Fund voluntarily waived certain fees
and expenses to maintain certain net operating expense ratios. For the
fiscal year ended January 31, 2000, the net operating expense ratio for the
Fund was as follows: 1.15% for the Class A Shares and 1.90% for the Class B
Shares. Because these waivers may be eliminated at any time, they are not
shown in the above tables.
/3/The advisor and administrator of the Wells Fargo Growth Fund has committed
until at least February 1, 2002 to waive fees and/or reimburse expenses to
the extent necessary to maintain the Fund's net operating expense ratio
shown. After this time, the net operating expense ratio for the Wells Fargo
Growth Fund may be increased only with the approval of the Board of
Trustees.
/4/Includes distribution and service fees for the sale and distribution of
Fund shares and for services provided to shareholders. Shareholder service
fees for the retail classes of the Wells Fargo Funds are included in the
line item "Other Expenses."
A-1
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Achievement Wells Fargo
Institutional Class Equity Fund Growth Fund
------------------- ----------- -----------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as a
percentage of offering price)...................... None 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...................................... 0.74% 0.75%
Distribution (Rule 12b-1) fee....................... 0.00% 0.00%
Other expenses...................................... 0.29% 0.27%
Total Annual Fund Operating Expenses (Gross)........ 1.03%/1/ 1.02%
Waivers............................................. Note 1 0.02%
Net Annual Fund Operating Expenses.................. Note 1 1.00%/2/
</TABLE>
-------
/1/The advisor of the Achievement Equity Fund voluntarily waived certain fees
and expenses to maintain certain net operating expense ratios. For the
fiscal year ended January 31, 2000, the net operating expense ratio for the
Institutional Class Shares of the Fund was 0.90%. Because these waivers may
be eliminated at any time, they are not shown in the above table.
/2/The advisor and administrator of the Wells Fargo Growth Fund has committed
until at least February 1, 2002 to waive fees and/or reimburse expenses to
the extent necessary to maintain the Fund's net operating expense ratio
shown. After this time, the net operating expense ratio for the Wells Fargo
Growth Fund may be increased only with the approval of the Board of
Trustees.
Example of Expenses:
The following table shows the expenses on a $10,000 investment assuming that
the Fund has a 5% annual return and that Fund operating expenses remain the
same, that fee waivers are not in effect for the Achievement Fund, or for the
Wells Fargo Fund after the first year, 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>
Achievement Wells Fargo
Class A Equity Fund Growth Fund
------- ----------- -----------
<S> <C> <C>
One Year.............................................. $ 575 $ 683
Three Year............................................ $ 838 $ 975
Five Year............................................. $1,121 $1,288
Ten Year.............................................. $1,926 $2,174
<CAPTION>
Achievement Wells Fargo
Class B Equity Fund Growth Fund
------- ----------- -----------
<S> <C> <C>
One Year.............................................. $ 706 $ 690
Three Year............................................ $1,037 $ 965
Five Year............................................. $1,293 $1,366
Ten Year.............................................. $2,169 $2,249
</TABLE>
A-2
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Achievement Wells Fargo
Institutional Class Equity Fund Growth Fund
------------------- ----------- -----------
<S> <C> <C>
One Year.............................................. $ 105 $ 102
Three Year............................................ $ 328 $ 323
Five Year............................................. $ 569 $ 561
Ten Year.............................................. $1,259 $1,246
</TABLE>
A-3
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Achievement Wells Fargo Asset
Class A Balanced Fund Allocation Fund
------- ------------- -----------------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as
a percentage of offering price)............. 4.50% 5.75%
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............................... 0.74% 0.80%
Distribution (Rule 12b-1) fee................ 0.25%/4/ 0.00%
Other expenses............................... 0.31% 0.40%
Total Annual Fund Operating Expenses
(Gross)..................................... 1.30%/2/ 1.20%
Waivers...................................... Note 2 0.21%
Net Annual Fund Operating Expenses........... Note 2 0.99%/3/
</TABLE>
<TABLE>
<CAPTION>
Achievement Wells Fargo Asset
Class B Balanced Fund Allocation Fund
------- ------------- -----------------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as
a percentage of offering price)............. None 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)..................... 5.00% 5.00%
Annual Fund Operating Expenses (expenses that
are deducted from fund assets, as a percentage
of average net assets)
Management fee............................... 0.74% 0.80%
Distribution (Rule 12b-1) fee................ 1.00%/4/ 0.75%
Other expenses............................... 0.31% 0.44%
Total Annual Fund Operating Expenses
(Gross)..................................... 2.05%/2/ 1.99%
Waivers...................................... Note 2 0.25%
Net Annual Fund Operating Expenses........... Note 2 1.74%/3/
</TABLE>
--------
/1/Class A shares that are purchased at NAV in amounts of $1,000,000 or more
may be assessed a 1.00% CDSC if they are redeemed within one year from the
date of purchase.
/2/The advisor of the Achievement Balanced Fund voluntarily waived certain
fees and expenses to maintain certain net operating expense ratios. For the
fiscal year ended January 31, 2000, the net operating expense ratio for the
Fund was as follows: 1.15% for the Class A Shares and 1.90% for the Class B
Shares. Because these waivers may be eliminated at any time, they are not
shown in the above table.
/3/The advisor and administrator of the Wells Fargo Asset Allocation Fund has
committed until at least November 8, 2001 to waive fees and/or reimburse
expenses to the extent necessary to maintain the Fund's net operating
expense ratio shown. After this time, the net operating expense ratio for
the Wells Fargo Asset Allocation Fund may be increased only with the
approval of the Board of Trustees.
/4/Includes distribution and service fees for the sale and distribution of
Fund shares and for services provided to shareholders. Shareholder service
fees for the retail classes of the Wells Fargo Funds are included in the
line item "Other Expenses."
A-4
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Achievement Wells Fargo Asset
Institutional Class Balanced Fund Allocation Fund
------------------- ------------- -----------------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as
a percentage of offering price)............. None 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............................... 0.74% 0.80%
Distribution (Rule 12b-1) fee................ 0.00% 0.00%
Other expenses............................... 0.31% 0.23%
Total Annual Fund Operating Expenses
(Gross)..................................... 1.05%/1/ 1.03%
Waivers...................................... Note 1 0.03%
Net Annual Fund Operating Expenses........... Note 1 1.00%/2/
</TABLE>
--------
/1/The advisor of the Achievement Balanced Fund voluntarily waived certain
fees and expenses to maintain certain net operating expense ratios. For the
fiscal year ended January 31, 2000, the net operating expense ratio for the
Institutional Class Shares of the Fund was 0.90%. Because these waivers may
be eliminated at any time, they are not shown in the above table.
/2/The advisor and administrator of the Wells Fargo Asset Allocation Fund has
committed until at least November 8, 2001 to waive fees and/or reimburse
expenses to the extent necessary to maintain the Fund's net operating
expense ratio shown. After this time, the net operating expense ratio for
the Wells Fargo Asset Allocation Fund may be increased only with the
approval of the Board of Trustees.
Example of Expenses:
The following table shows the expenses on a $10,000 investment assuming that
the Fund has a 5% annual return and that Fund operating expenses remain the
same, that fee waivers are not in effect for the Achievement Fund, or for the
Wells Fargo Fund after the first year, 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>
Achievement Wells Fargo Asset
Class A Balanced Fund Allocation Fund
------- ------------- -----------------
<S> <C> <C>
One Year...................................... $ 576 $ 670
Three Year.................................... $ 884 $ 914
Five Year..................................... $1,131 $1,178
Ten Year...................................... $1,947 $1,928
<CAPTION>
Achievement Wells Fargo Asset
Class B Balanced Fund Allocation Fund
------- ------------- -----------------
<S> <C> <C>
One Year...................................... $ 708 $ 677
Three Year.................................... $1,043 $ 900
Five Year..................................... $1,303 $1,250
Ten Year...................................... $2,190 $1,996
</TABLE>
A-5
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Achievement Wells Fargo Asset
Institutional Class Balanced Fund Allocation Fund
------------------- ------------- -----------------
<S> <C> <C>
One Year...................................... $ 107 $ 102
Three Year.................................... $ 334 $ 325
Five Year..................................... $ 579 $ 566
Ten Year...................................... $1,283 $1,257
</TABLE>
A-6
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Achievement Wells Fargo
Municipal National
Class A Bond Fund Tax-Free Fund
------- ----------- -------------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as a
percentage of offering price).................... 4.00% 4.50%
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/1/
Annual Fund Operating Expenses (expenses that are
deducted from fund assets, as a percentage of
average net assets)
Management fee.................................... 0.60% 0.40%
Distribution (Rule 12b-1) fee..................... 0.25%/4/ 0.00%
Other expenses.................................... 0.33% 0.57%
Total Annual Fund Operating Expenses (Gross)...... 1.18% 0.97%
Waivers........................................... Note 2 0.17%
Net Annual Fund Operating Expenses................ Note 2 0.80%
<CAPTION>
Achievement Wells Fargo
Municipal National
Class B Bond Fund Tax-Free Fund
------- ----------- -------------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as a
percentage of offering price).................... None 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)...................................... 5.00% 5.00%
Annual Fund Operating Expenses (expenses that are
deducted from fund assets, as a percentage of
average net assets)
Management fee.................................... 0.60% 0.40%
Distribution (Rule 12b-1) fee..................... 1.00%/4/ 0.75%
Other expenses.................................... 0.33% 0.58%
Total Annual Fund Operating Expenses (Gross)...... 1.93%/2/ 1.73%
Waivers........................................... Note 2 0.18%
Net Annual Fund Operating Expenses................ Note 2 1.55%/3/
</TABLE>
--------
/1/Class A shares that are purchased at NAV in amounts of $1,000,000 or more
may be assessed a 1.00% CDSC if they are redeemed within one year from the
date of purchase.
/2/The advisor of the Achievement Municipal Bond Fund voluntarily waived
certain fees and expenses to maintain certain net operating expense ratios.
For the fiscal year ended January 31, 2000, the net operating expense ratio
for the Fund was as follows: 1.00% for the Class A Shares and 1.65% for the
Class B Shares. Because these waivers may be eliminated at any time, they
are not shown in the above table.
/3/The advisor and administrator of the Wells Fargo National Tax-Free Fund has
committed until at least November 1, 2001 to waive fees and/or reimburse
expenses to the extent necessary to maintain the Fund's net operating
expense ratio shown. After this time, the net operating expense ratio for
the Wells Fargo National Tax-Free Fund may be increased only with the
approval of the Board of Trustees.
/4/Includes distribution and service fees for the sale and distribution of
Fund shares and for services provided to shareholders. Shareholder service
fees for the retail classes of the Wells Fargo Funds are included in the
line item "Other Expenses."
A-7
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Achievement Wells Fargo
Municipal National
Institutional Class Bond Fund Tax-Free Fund
------------------- ----------- -------------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as a
percentage of offering price).................... None 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.................................... 0.60% 0.40%
Distribution (Rule 12b-1) fee..................... 0.00% 0.00%
Other expenses.................................... 0.33% 0.28%
Total Annual Fund Operating Expenses (Gross)...... 0.93%/1/ 0.68%
Waivers........................................... Note 1 0.08%
Net Annual Fund Operating Expenses................ Note 1 0.60%/2/
</TABLE>
--------
/1/The advisor of the Achievement Municipal Bond Fund voluntarily waived
certain fees and expenses to maintain certain net operating expense ratios.
For the fiscal year ended January 31, 2000, the net operating expense ratio
for the Institutional Class Shares of the Fund was 0.75%. Because these
waivers may be eliminated at any time, they are not shown in the above
table.
/2/The advisor and the administrator of the Wells Fargo National Tax-Free Fund
has committed until at least November 1, 2001 to waive fees and/or
reimburse expenses to the extent necessary to maintain the Fund's net
operating expense ratio shown. After this time, the net operating expense
ratio for the Wells Fargo National Tax-Free Fund may be increased only with
the approval of the Board of Trustees.
Example of Expenses:
The following table shows the expenses on a $10,000 investment assuming that
the Fund has a 5% annual return and that Fund operating expenses remain the
same, that fee waivers are not in effect for the Achievement Fund, or for the
Wells Fargo Fund after the first year, 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>
Achievement Wells Fargo
Municipal National
Class A Bond Fund Tax-Free Fund
------- ----------- -------------
<S> <C> <C>
One Year............................................ $ 515 $ 528
Three Year.......................................... $ 760 $ 729
Five Year........................................... $1,023 $ 946
Ten Year............................................ $1,775 $1,571
<CAPTION>
Achievement Wells Fargo
Municipal National
Class B Bond Fund Tax-Free Fund
------- ----------- -------------
<S> <C> <C>
One Year............................................ $ 696 $ 658
Three Year.......................................... $1,006 $ 827
Five Year........................................... $1,242 $1,122
Ten Year............................................ $2,062 $1,730
</TABLE>
A-8
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Achievement Wells Fargo
Municipal National
Institutional Class Bond Fund Tax-Free Fund
------------------- ----------- -------------
<S> <C> <C>
One Year............................................ $ 95 $ 61
Three Year.......................................... $ 296 $210
Five Year........................................... $ 515 $371
Ten Year............................................ $1,143 $839
</TABLE>
A-9
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Achievement Wells Fargo
Idaho Municipal National
Class A Bond Fund Tax-Free Fund
------- --------------- -------------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as a
percentage of offering price)................. 4.00% 4.50%
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/1/
Annual Fund Operating Expenses (expenses that are
deducted from fund assets, as a percentage of
average net assets)
Management fee................................. 0.60% 0.40%
Distribution (Rule 12b-1) fee.................. 0.25%/4/ 0.00%
Other expenses................................. 0.45% 0.57%
Total Annual Fund Operating Expenses (Gross)... 1.30%/2/ 0.97%
Waivers........................................ Note 2 0.17%
Net Annual Fund Operating Expenses............. Note 2 0.80%/3/
</TABLE>
<TABLE>
<CAPTION>
Wells Fargo
Achievement National
Idaho Municipal Tax-Free
Class B Bond Fund Fund
------- --------------- -----------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as a
percentage of offering price)................... None 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)................................. 5.00% 5.00%
Annual Fund Operating Expenses (expenses that are
deducted from fund assets, as a percentage of
average net assets)
Management fee................................... 0.60% 0.40%
Distribution (Rule 12b-1) fee.................... 1.00%/4/ 0.75%
Other expenses................................... 0.45% 0.58%
Total Annual Fund Operating Expenses (Gross)..... 2.05%/2/ 1.73%
Waivers.......................................... Note 2 0.18%
Net Annual Fund Operating Expenses............... Note 2 1.55%/3/
</TABLE>
-------
/1/Class A shares that are purchased at NAV in amounts of $1,000,000 or more
may be assessed a 1.00% CDSC if they are redeemed within one year from the
date of purchase.
/2/The advisor of the Achievement Idaho Municipal Bond Fund voluntarily waived
certain fees and expenses to maintain certain net operating expense ratios.
For the fiscal year ended January 31, 2000, the net operating expense ratio
for the Fund was as follows: 1.00% for the Class A Shares and 1.65% for the
Class B Shares. Because these waivers may be eliminated at any time, they
are not shown in the above table.
/3/The advisor and administrator of the Wells Fargo National Tax-Free Fund has
committed until at least November 1, 2001 to waive fees and/or reimburse
expenses to the extent necessary to maintain the Fund's net operating
expense ratio shown. After this time, the net operating expense ratio for
the Wells Fargo National Tax-Free Fund may be increased only with the
approval of the Board of Trustees.
/4/Includes distribution and service fees for the sale and distribution of
Fund shares and for services provided to shareholders. Shareholder service
fees for the retail classes of the Wells Fargo Funds are included in the
line item "Other Expenses."
A-10
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Achievement Wells Fargo
Idaho Municipal National
Institutional Class Bond Fund Tax-Free Fund
------------------- --------------- -------------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as a
percentage of offering price)................. None 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................................. 0.60% 0.40%
Distribution (Rule 12b-1) fee.................. 0.00% 0.00%
Other expenses................................. 0.45% 0.28%
Total Annual Fund Operating Expenses (Gross)... 1.05%/1/ 0.68%
Waivers........................................ Note 1 0.08%
Net Annual Fund Operating Expenses............. Note 1 0.60%/2/
</TABLE>
--------
/1/The advisor of the Achievement Idaho Municipal Bond Fund voluntarily waived
certain fees and expenses to maintain certain net operating expense ratios.
For the fiscal year ended January 31, 2000, the net operating expense ratio
for the Institutional Class Shares of the Fund was 0.75%. Because these
waivers may be eliminated at any time, they are not shown in the above
table.
/2/The advisor and administrator of the Wells Fargo National Tax-Free Fund has
committed until at least November 1, 2001 to waive fees and/or reimburse
expenses to the extent necessary to maintain the Fund's net operating
expense ratio shown. After this time, the net operating expense ratio for
the Wells Fargo National Tax-Free Fund may be increased only with the
approval of the Board of Trustees.
Example of Expenses:
The following table shows the expenses on a $10,000 investment assuming that
the Fund has a 5% annual return and that Fund operating expenses remain the
same, that fee waivers are not in effect for the Achievement Fund, or for the
Wells Fargo Fund after the first year, 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>
Achievement Wells Fargo
Idaho Municipal National
Class A Bond Fund Tax-Free Fund
------- --------------- -------------
<S> <C> <C>
One Year........................................ $ 527 $ 528
Three Year...................................... $ 796 $ 729
Five Year....................................... $1,084 $ 946
Ten Year........................................ $1,905 $1,571
<CAPTION>
Achievement Wells Fargo
Idaho Municipal National
Class B Bond Fund Tax-Free Fund
------- --------------- -------------
<S> <C> <C>
One Year........................................ $ 708 $ 658
Three Year...................................... $1,043 $ 827
Five Year....................................... $1,303 $1,122
Ten Year........................................ $2,190 $1,730
</TABLE>
A-11
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Achievement Wells Fargo
Idaho Municipal National
Institutional Class Bond Fund Tax-Free Fund
------------------- --------------- -------------
<S> <C> <C>
One Year........................................ $ 107 $ 61
Three Year...................................... $ 334 $210
Five Year....................................... $ 579 $371
Ten Year........................................ $1,283 $839
</TABLE>
A-12
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Achievement
Intermediate Wells Fargo
Class A Term Bond Fund Income Fund
------- -------------- -----------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as a
percentage of offering price).................... 3.50% 4.50%
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/1/
Annual Fund Operating Expenses (expenses that are
deducted from fund assets, as a percentage of
average net assets)
Management fee.................................... 0.60% 0.50%
Distribution (Rule 12b-1) fee..................... 0.25%/4/ 0.00%
Other expenses.................................... 0.33% 0.60%
Total Annual Fund Operating Expenses (Gross)...... 1.18%/2/ 1.10%
Waivers........................................... Note 2 0.10%
Net Annual Fund Operating Expenses................ Note 2 1.00%/3/
<CAPTION>
Achievement
Intermediate Wells Fargo
Institutional Class Term Bond Fund Income Fund
------------------- -------------- -----------
<S> <C> <C>
Shareholder Fees (fees paid directly from your
investment):
Maximum Sales Charge (Load) on Purchases (as a
percentage of offering price).................... None 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.................................... 0.60% 0.50%
Distribution (Rule 12b-1) fee..................... 0.00% 0.00%
Other expenses.................................... 0.33% 0.26%
Total Annual Fund Operating Expenses (Gross)...... 0.93%/2/ 0.76%
Waivers........................................... Note 2 0.01%
Net Annual Fund Operating Expenses................ Note 2 0.75%/3/
</TABLE>
--------
/1/Class A shares that are purchased at NAV in amounts of $1,000,000 or more
may be assessed a 1.00% CDSC if they are redeemed within one year from the
date of purchase.
/2/The advisor of the Achievement Intermediate Term Bond Fund voluntarily
waived certain fees and expenses to maintain certain net operating expense
ratios. For the fiscal year ended January 31, 2000, the net operating
expense ratio for the Fund was as follows: 1.00% for the Class A and 0.75%
for the Institutional Class Shares. Because these waivers may be eliminated
at any time, they are not shown in the above table.
/3/The advisor and administrator of the Wells Fargo Income Fund has committed
until at least October 1, 2001 to waive fees and/or reimburse expenses to
the extent necessary to maintain the Fund's net operating expense ratio
shown. After this time, the net operating expense ratio for the Wells Fargo
Income Fund may be increased only with the approval of the Board of
Trustees.
/4/Includes distribution and service fees for the sale and distribution of
Fund shares and for services provided to shareholders. Shareholder service
fees for the retail classes of the Wells Fargo Funds are included in the
line item "Other Expenses."
A-13
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
Example of Expenses:
The following table shows the expenses on a $10,000 investment assuming that
the Fund has a 5% annual return and that Fund operating expenses remain the
same, that fee waivers are not in effect for the Achievement Fund, or for the
Wells Fargo Fund after the first year, 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>
Achievement
Intermediate Wells Fargo
Class A Term Fund Income Fund
------- ------------ -----------
<S> <C> <C>
One Year............................................. $ 466 $ 547
Three Year........................................... $ 712 $ 775
Five Year............................................ $ 976 $1,020
Ten Year............................................. $1,732 $1,721
<CAPTION>
Achievement
Intermediate Wells Fargo
Institutional Class Term Fund Income Fund
------------------- ------------ -----------
<S> <C> <C>
One Year............................................. $ 95 $ 77
Three Year........................................... $ 296 $ 242
Five Year............................................ $ 515 $ 421
Ten Year............................................. $1,143 $ 941
</TABLE>
A-14
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Achievement
Short-Term Wells Fargo
Class A Bond Fund Stable Income Fund
------- ----------- ------------------
<S> <C> <C>
Shareholder Fees (fees paid directly from
your investment):
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)....... 1.50% 1.50%
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/1/
Annual Fund Operating Expenses (expenses that
are deducted from fund assets, as a
percentage of average net assets)
Management fee............................. 0.60% 0.50%/3/
Distribution (Rule 12b-1) fee.............. 0.25%/5/ 0.00%
Other expenses............................. 0.47% 0.56%/3/
Total Annual Fund Operating Expenses
(Gross)................................... 1.32%/2/ 1.06%
Waivers.................................... Note 2 0.16%
Net Annual Fund Operating Expenses......... Note 2 0.90%/4/
<CAPTION>
Achievement
Short-Term Wells Fargo Stable
Institutional Class Bond Fund Income Fund
------------------- ----------- ------------------
<S> <C> <C>
Shareholder Fees (fees paid directly from
your investment):
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)....... None 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............................. 0.60% 0.50%
Distribution (Rule 12b-1) fee.............. 0.00% 0.00%
Other expenses............................. 0.47% 0.29%/3/
Total Annual Fund Operating Expenses
(Gross)................................... 1.07%/2/ 0.79%
Waivers.................................... Note 2 0.14%
Net Annual Fund Operating Expenses......... Note 2 0.65%/4/
</TABLE>
--------
/1/Class A shares that are purchased at NAV in amounts of $1,000,000 or more
may be assessed a 1.00% CDSC if they are redeemed within one year from the
date of purchase.
/2/The advisor of the Achievement Short-Term Bond Fund voluntarily waived
certain fees and expenses to maintain certain net operating expense ratios.
For the fiscal year ended January 31, 2000, the net operating expense ratio
for the Fund was as follows: 1.00% for the Class A Shares and 0.75% for the
Institutional Class Shares. Because these waivers may be eliminated at any
time, they are not shown in the above table.
/3/This fee combines expenses charged at the fund and core portfolio levels.
/4/The advisor and the administrator of the Wells Fargo Stable Income Fund has
committed until at least October 1, 2001 to waive fees and/or reimburse
expenses to the extent necessary to maintain the Fund's net operating
expense ratio shown. After this time, the net operating expense ratio for
the Wells Fargo Stable Income Fund may be increased only with the approval
of the Board of Trustees.
/5/Includes distribution and service fees for the sale and distribution of
Fund shares and for services provided to shareholders. Shareholder service
fees for the retail classes of the Wells Fargo Funds are included in the
line item "Other Expenses."
A-15
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
Example of Expenses:
The following table shows the expenses on a $10,000 investment assuming that
the Fund has a 5% annual return and that Fund operating expenses remain the
same, that fee waivers are not in effect for the Achievement Fund, or for the
Wells Fargo fund after the first year, 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>
Achievement
Short-Term Wells Fargo
Class A Bond Fund Stable Income Fund
------- ----------- ------------------
<S> <C> <C>
One Year....................................... $ 282 $ 240
Three Year..................................... $ 562 $ 466
Five Year...................................... $ 863 $ 711
Ten Year....................................... $1,716 $1,411
<CAPTION>
Achievement
Short-Term Wells Fargo
Institutional Class Bond Fund Stable Income Fund
------------------- ----------- ------------------
<S> <C> <C>
One Year....................................... $ 109 $ 66
Three Year..................................... $ 340 $ 238
Five Year...................................... $ 590 $ 425
Ten Year....................................... $1,306 $ 965
</TABLE>
A-16
<PAGE>
EXHIBIT B--COMPARISON OF INVESTMENT OBJECTIVES AND STRATEGIES
WELLS FARGO GROWTH FUND
Comparison of: Achievement Equity Fund which will reorganize into
WELLS FARGO GROWTH FUND
Objectives:
<TABLE>
<C> <S>
Achievement Equity Fund: . seeks long-term capital appreciation with current
income as a secondary consideration in selecting
securities.
------------------------------------------------------------------------------
Wells Fargo Growth Fund: . seeks long-term capital appreciation.
</TABLE>
Investment Strategies:
<TABLE>
<C> <S>
Achievement Equity Fund: The Achievement Equity Fund, a diversified
portfolio, invests primarily U.S. exchange-traded
common stocks and other equity securities of
companies with market capitalizations in excess of
$ 500 million, and emphasizes investments in
companies with medium to and large market
capitalizations. The Fund seeks its income by
selecting securities of companies that are
experiencing growth in earnings and whose
securities appear attractively priced based on
proprietary valuation methods. Under normal market
conditions, the Fund invests at least 80% of its
total assets in common stocks. The Fund will invest
no more than 20% of its total assets in securities
convertible or exchangeable into common stock. The
Fund may invest in convertible debentures that have
a received a rating of A or higher by Standard &
Poors ("S&P") or Moody's Investor Service
("Moody's") or that its advisor determines are of
comparable quality. Additionally, under normal
market conditions, the Equity Fund may invest up to
10% of its total assets in money market and U.S.
equity index mutual funds.
------------------------------------------------------------------------------
Wells Fargo Growth Fund: The Wells Fargo Growth Fund, a diversified
portfolio, invests principally in common stocks and
other equity securities that strong earnings growth
and above-average prospects for future growth. The
Fund's investment advisor focuses its investment
strategy on larger capitalization stocks. Under
normal market conditions, the Fund invests:
. at least 65% of total assets in equity
securities, including common and preferred stocks
and securities convertible into common stocks;
. the majority of its total assets in issues of
companies with market capitalization that falls
within but towards the higher end of, the range
of the Russell 1000 Index, an index comprised of
the 1,000 largest U.S. companies based on total
market capitalization, that is considered a mid-
capitalization index (As of December 31, 1999,
this range was from $220 million to $604
billion.); and
. up to 25% of total assets in foreign companies
through American Depositary Receipts ("ADRs") and
similar instruments.
</TABLE>
<TABLE>
<CAPTION>
Portfolio Managers
------------------------------------------------------
<C> <S>
Achievement Equity Fund Sterling K. Jenson, CFA
------------------------------------------------------
Wells Fargo Growth Fund Kelli K. Hill; Stephen Biggs
</TABLE>
B-1
<PAGE>
WELLS FARGO ASSET ALLOCATION FUND
Comparison of: Achievement Balanced Fund which will reorganize into
WELLS FARGO ASSET
ALLOCATION FUND
Objectives:
<TABLE>
<C> <S>
Achievement Balanced . seeks total return consisting of capital appreciation
Fund: and current income consistent with prudent investment
risk.
------------------------------------------------------------------------------
Wells Fargo Asset . seeks long-term total return, consistent with
Allocation Fund: reasonable risk.
</TABLE>
Investment Strategies:
<TABLE>
<C> <S>
Achievement Balanced Fund: The Achievement Balanced Fund, a diversified
portfolio, invests primarily in equity securities,
intermediate maturity fixed income securities and
money market instruments. Under normal market
conditions, the Fund invests between 25-75% of its
total assets in a U.S. exchange-traded common
stocks with market capitalizations over
$500 million and securities convertible or
exchangeable into common stock, and a minimum of
25% of its total assets in a broad range of fixed
income securities, U.S. Government securities,
corporate bonds and debentures, asset-backed and
mortgage-backed securities, U.S. dollar
denominated debt securities of foreign issuers.
Over time, the Fund ordinarily will invest
approximately 60% of its assets in equity
securities, and 40% of its total assets in fixed
income securities, although these percentages may
vary as discussed above. For the fixed income
component, the Fund targets investment grade fixed
income securities with a weighted average maturity
between three and ten years. The Fund will not
invest more than 20% of its assets allocated to
fixed income securities in the lowest category of
investment grade ratings.
-------------------------------------------------------------------------------
Wells Fargo Asset The Wells Fargo Asset Allocation Fund, a
Allocation Fund: diversified portfolio, allocates and reallocates
assets among common stocks, U.S. Treasury Bonds
and money market instruments. Similar to the
Achievement Fund Balanced Fund, the advisor
manages the Fund assuming a "normal" allocation of
60% stocks and 40% bonds. Also, similar to the
Achievement Balanced Fund, the Wells Fargo Asset
Allocation Fund is not required to maintain this
60/40% asset allocation. Unlike the Achievement
Balanced Fund, however, the Wells Fargo Asset
Allocation Fund is not required to maintain a
minimum amount in any of its three asset classes:
stocks, bonds and money market instruments. The
Wells Fargo Asset Allocation Fund's investment
advisor does not individually select the stocks or
bonds in the portfolio. Rather, the advisor
establishes the asset allocation percentages for
each asset class. The advisor then selects common
stocks to replicate the S&P 500 Index and fixed
income securities to replicate the Lehman Brothers
20+ Index. The Lehman Brothers Index consists of
bonds having remaining maturities in excess of 20
years. The Wells Fargo Asset Allocation Fund also
may invest up to 25% of total assets in foreign
obligations qualifying as money market
instruments.
</TABLE>
<TABLE>
<CAPTION>
Portfolio Managers
-----------------------------------------------------------
<C> <S>
Achievement Balanced Fund Sterling K. Jenson, CFA
-----------------------------------------------------------
Wells Fargo Asset Allocation Fund N/A
</TABLE>
B-2
<PAGE>
WELLS FARGO NATIONAL TAX-FREE FUND
Comparison of: Achievement Municipal Bond Fund which will reorganize into
WELLS FARGO NATIONAL TAX-
FREE FUND
Objectives:
<TABLE>
<C> <S>
Achievement Municipal Bond . seeks as high a level of current income exempt
Fund: from federal income taxes as is consistent with
preservation of capital.
------------------------------------------------------------------------------
Wells Fargo National Tax- . seeks current income exempt from federal income
Free Fund: taxes.
</TABLE>
Investment Strategies:
<TABLE>
<C> <S>
Achievement The Achievement Municipal Bond Fund invests primarily in
Municipal Bond municipal securities issued by U.S. states, territories,
Fund: possessions and political subdivisions, the interest
from which is exempt from federal income taxes. The Fund
will not invest more than 20% of its assets in
securities which pay interest subject to the alternative
minimum tax ("AMT"). The Fund invests only in investment
grade municipal securities. Investment grade municipal
bonds are those rated at the time of investment in one
of the four highest rating categories by a major rating
agency, or determined by the advisor to be of equivalent
quality. The Fund may not invest more than 20% of its
assets in municipal bonds rated in the lowest category
of investment grade ratings. The Fund will not invest
more than 15% of its assets in obligations of issuers
located in any single state, territory or possession.
There are no restrictions on the Fund's average weighted
maturity or on the maturity of any single security held
by the Fund.
------------------------------------------------------------------------------
Wells Fargo The Wells Fargo National Tax-Free Fund invests in a
National Tax-Free diversified portfolio of investment grade municipal
Fund: securities. The Fund invests at least 80% of its net
assets in municipal securities paying interest exempt
from federal income taxes, including the federal AMT.
The Fund may invest up to 20% of its net assets in
securities with income subject to federal income tax,
including federal AMT. The Wells Fargo National Tax-Free
Fund invests in municipal securities rated in one of the
four highest credit categories by a nationally
recognized ratings organization ("NRRO"), or in unrated
securities if the advisor deems them to be of comparable
quality, but does not have any limit on the amount it
may invest in the lowest investment grade category. The
Fund emphasizes investments in municipal securities that
produce interest income rather than stability of the
Fund's NAV. The dollar weighted average maturity of the
Fund's assets normally will be between 10 and 20 years.
</TABLE>
<TABLE>
<CAPTION>
Portfolio Managers
---------------------------------------------------------
<C> <S>
Achievement Municipal Bond Fund: Mark L. Anderson
---------------------------------------------------------
Wells Fargo National Tax-Free Fund: Stephen Galiani
</TABLE>
B-3
<PAGE>
WELLS FARGO NATIONAL TAX-FREE FUND
Comparison of: Achievement Idaho Municipal Bond Fund which will reorganize into
WELLS FARGO NATIONAL TAX-
FREE FUND
Objectives:
<TABLE>
<C> <S>
Achievement Idaho Municipal . seeks high current income exempt from Federal
Bond Fund: and Idaho income taxes.
-------------------------------------------------------------------------------
Wells Fargo National Tax-Free . seeks current income exempt from federal
Fund: income taxes.
</TABLE>
Investment Strategies:
<TABLE>
<C> <S>
Achievement Idaho Municipal The Achievement Idaho Municipal Bond Fund invests
Bond Fund: primarily in municipal securities issued by the
State of Idaho and its cities, counties and
political subdivisions, the interest from which
is exempt from Federal and Idaho income taxes.
The Fund also may invest in the municipal bonds
of other U.S. states, territories and possessions
and their political subdivisions. The Fund will
not invest more than 20% of its assets in
securities which pay interest subject to the
federal AMT. The Fund invests only in municipal
bonds that are investment grade. The Fund will
not invest more than 20% of its assets in
municipal bonds rated in the lowest category of
investment ratings. There is no restriction on
the Fund's average weighted maturity or on the
maturity of any single security held by the Fund.
Wells Fargo National The Wells Fargo National Tax-Free Fund invests in
Tax-Free Fund: a diversified portfolio of investment grade
municipal securities. The Fund invests at least
80% of its net assets in municipal securities
paying interest exempt from federal income taxes,
including the federal AMT. The Fund may invest up
to 20% of its net assets in securities with
income subject to federal income tax, including
federal AMT. The Wells Fargo National Tax-Free
Fund invests in municipal securities rated in one
of the four highest credit categories by an NRRO,
or in unrated securities if the Advisor deems
them to be of comparable quality, but does not
have any limit on the amount it may invest in the
lowest investment grade category. The Fund
emphasizes investments in municipal securities
that produce interest income rather than
stability of the Fund's NAV. The dollar weighted
average maturity of the Fund's assets normally
will be between 10 and 20 years.
</TABLE>
<TABLE>
<CAPTION>
Portfolio Managers
----------------------------------------------------
<C> <S>
Achievement Idaho Municipal
Bond Fund Mark L. Anderson
----------------------------------------------------
Wells Fargo National Tax-Free
Fund Stephen Galiani
</TABLE>
B-4
<PAGE>
WELLS FARGO INCOME FUND
Comparison of: Achievement Intermediate Term Bond Fund which will reorganize
into
WELLS FARGO INCOME FUND
Objectives:
<TABLE>
<C> <S>
Achievement Intermediate . seeks current income consistent with prudent
Term Bond Fund: investment risk and liquidity.
-------------------------------------------------------------------------
Wells Fargo Income Fund: . seeks current income and total return.
</TABLE>
Investment Strategies:
<TABLE>
<C> <S>
Achievement Intermediate The Achievement Intermediate Term Bond Fund invests
Term Bond Fund: primarily in investment grade fixed income
securities issued or guaranteed by the U.S.
government, its agencies and instrumentalities, and
corporate issuers. The Fund also may invest in other
fixed income securities, including asset-backed
securities, floating or variable rate corporate
notes and mortgage-backed securities. The Fund may
invest up to 40% of its assets in a combination of
U.S. dollar denominated bonds of foreign issuers,
mortgage-backed securities, asset-backed securities
and floating or variable rate corporate debt
instruments. The Fund maintains a dollar-weighted
average maturity between three and ten years;
however, there is no limit on the maximum maturity
for a particular investment. The Fund will not
invest more than 20% of its assets in fixed income
securities rated in the lowest category of
investment grade securities.
-------------------------------------------------------------------------------
Wells Fargo Income Fund: The Wells Fargo Income Fund invests in a diversified
portfolio of debt and variable-rate debt securities
issued by domestic and foreign issuers. The Fund
invests in a broad spectrum of U.S. issues,
including U.S. Government obligations, mortgage--
and other asset-backed securities, and the debt
securities of financial institutions, corporations,
and others. The Fund targets average portfolio
duration in a range based around the average
portfolio duration of the mutual funds included in
the Lipper Corporate A-Rated Debt Average (which is
currently about 5 to 6 years). Under normal market
conditions, the Fund invests:
. up to 70% of its total assets in corporate debt
securities such as bonds, debentures and notes,
including debt securities that can be converted
into or exchanged for common stocks;
. at least 30% of its total assets in U.S.
Government obligations;
. up to 50% of its total assets in mortgage-backed
securities and up to 35% in asset-backed
securities; and
. at least 80% of its total assets in investment-
grade debt securities. The fund may invest up to
20% of its total assets in below investment-grade
debt securities rated, at the time of purchase in
the fifth highest long-term rating category
assigned by an NRRO.
</TABLE>
<TABLE>
<CAPTION>
Portfolio Managers
----------------------------------------------------------------
<C> <S>
Achievement Intermediate Term Bond Fund Mark L. Anderson
----------------------------------------------------------------
Wells Fargo Income Fund Marjorie H. Grace, CFA
Mark Walter
</TABLE>
B-5
<PAGE>
WELLS FARGO STABLE INCOME FUND
Comparison of: Achievement Short-Term Bond Fund which will reorganize
into
WELLS FARGO STABLE
INCOME FUND
Objectives:
<TABLE>
<C> <S>
Achievement Short-Term . seeks current income with preservation of
Bond Fund: principal and liquidity.
-----------------------------------------------------------------------------
Wells Fargo Stable . seeks stability of principal while providing low
Income Fund: volatility total return.
</TABLE>
Investment Strategies:
<TABLE>
<C> <S>
Achievement Short- The Achievement Short Term Bond Fund invests primarily
Term Bond Fund: in a diversified portfolio of fixed income securities
issued or guaranteed by the U.S. government, its
agencies and instrumentalities, and corporate issuers.
The Fund may invest up to 30% of its assets in a
combination of U.S. dollar denominated bonds of foreign
issuers, mortgage backed securities, asset-backed
securities, and floating or variable rate corporate debt
instruments. The Fund maintains a dollar-weighted
average maturity of less than two years and individual
Fund investments will have a maximum maturity of five
years. The Fund invests only in fixed income securities
rated at the time of investment in one of the three
highest rating categories by a major rating agency, or
determined by the advisor to be of equivalent quality.
Wells Fargo Stable The Wells Fargo Stable Income Fund invests in a
Income Fund: portfolio of fixed and variable rate U.S. dollar
denominated fixed-income securities of a broad spectrum
of U.S. and foreign issuers, including U.S. Government
obligations and the debt securities of financial
institutions, corporations and others. Under normal
market conditions, the Fund invests:
. at least 65% of its total assets in income-producing
debt securities;
. up to 65% of its total assets in mortgage-backed
securities;
. up to 25% of its total assets in other types of asset-
backed securities;
. up to 25% of its total assets in mortgage-backed
securities that are not U.S. Government obligations;
and
. up to 50% of its total assets in U.S. Government
obligations.
The Fund may not invest more than 30% of its total
assets in securities issued or guaranteed by any single
agency or instrumentality of the U.S. Government,
except the U.S. Treasury, and may not invest more than
10% of its total assets in the securities of any other
issuer. The Fund only purchases investment grade
securities. The Fund invests in debt securities with
maturities (or average life in the case of mortgage-
backed and similar securities) ranging from overnight to
12 years and seeks to maintain a dollar-weighted average
maturity of between 2 and 5 years. The Fund is a gateway
fund that makes these investments by investing
substantially all of its assets in a diversified core
portfolio with substantially similar investment
objectives and investment strategies. The Fund may
invest only in investment grade securities.
</TABLE>
<TABLE>
<CAPTION>
Portfolio
Managers
---------------------------------------------------
<C> <S>
Achievement Short-Term Bond Fund Mark L. Anderson
---------------------------------------------------
Wells Fargo Stable Income Fund John Huber
</TABLE>
B-6
<PAGE>
EXHIBIT C
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
FOR EACH OF THE WELLS FARGO FUNDS
INCOME FUND
investment objective
--------------------------------------------------------------------------------
The Wells Fargo Income Fund (the "Fund") seeks current income and total
return.
advisor
Wells Fargo Bank, N.A.
sub-advisor
Wells Capital Management Incorporated
fund manager
Marjorie Grace, CFA (since 1/96); Mark Walter
inception date
6/9/87
performance highlights
--------------------------------------------------------------------------------
The Fund's Class A shares returned (0.23)%/1/ for the 12-month period that
ended May 31, 2000, excluding sales charges. The Fund underperformed its
benchmark, the Lehman Brothers Aggregate Bond Index/2/, which returned 2.11%
during the period. The Fund's Class A shares distributed $0.60 per share in
dividend income and no capital gains during the period. Please keep in mind
past performance is no guarantee of future results.
The Fund's performance over the period reflected the impact of rising
interest rates that depressed bond prices while increasing yields. In fact,
the yield on the 10-year U.S. Treasury note, similar in duration to the
Fund's average, a good proxy for the Fund, increased nearly 0.65% over the
past year. In addition, both corporate bonds and mortgage-backed securities
underperformed U.S. Treasuries, causing yields in these sectors to increase
much more than yields for U.S. Treasuries. Fund performance was mainly
hampered by maintaining a longer maturity than its peers.
Over the 12-month period, the Fund restructured its bond holdings to offset
the impact of changing interest rates on various bond holdings. For example,
the Fund reduced its exposure to corporate bonds from an overweight position
of 58% to a more neutral position of 45%. The proceeds were invested in U.S.
Treasuries. The Fund also remains underweighted in agency notes, another
underperforming sector during recent months.
The Fund currently maintains a "barbell" structure, with most portfolio
assets concentrated in short- and long-term maturities. This reallocation of
portfolio assets, combined with declining interest rates between
intermediate- and long-term U.S. Treasury bonds, contributed to an
exceptional first and second quarter, helping the Fund regain its "A"
performance rating.
strategic outlook
--------------------------------------------------------------------------------
The Fund will continue to employ yield curve strategies when appropriate to
enhance performance and stress high-quality assets.
--------------------------------------------------------------------------------
/1/Figures quoted represent past performance, which is no guarantee of future
results. Investment return and principal value of an investment will fluctuate
so that an investor's shares, when redeemed, may be worth more or less than
their original cost. The Fund's Advisor has committed through September 30,
2001 to waive fees and/or reimburse expenses to the extent necessary to
maintain a certain net operating expense ratio for the Fund. Actual reductions
of operating expenses can increase total return to shareholders. Without these
reductions, the Fund's returns would have been lower.
Performance shown for Class A, Class B and Institutional Class shares of the
Wells Fargo Income Fund for periods prior to November 8, 1999, reflects
performance of the Class A, Class B and Institutional Class shares of the
Norwest Advantage Income Fund (the accounting survivor of a merger of the
Norwest Advantage Income, Total Return Bond and Performa Strategic Value
Bond Funds at the close of business November 5, 1999), its predecessor fund.
Effective at the close of business November 5, 1999, the Norwest Advantage and
Performa Funds were reorganized into the Wells Fargo Funds. For Class A shares,
the maximum front- end sales charge is 4.50%. The maximum contingent-deferred
sales charge for Class B shares is 5%. Class B share performance including
sales charge assumes the sales charge for the corresponding period.
Institutional Class shares are sold without sales charges.
/2/The Fund changed its benchmark to the Lehman Brothers Aggregate Bond Index
because it is more representative of the Fund's average portfolio maturity and
holdings. The Lehman Brothers Aggregate Bond Index is composed of the Lehman
Brothers Government/Credit Index and the Mortgage-Backed Securities Index and
includes Treasury issues, agency issues, corporate bond issues and mortgage-
backed securities. The Fund is a professionally managed mutual fund. You cannot
invest directly in an index.
C-1
<PAGE>
--------------------------------------------------------------------------------
average annual total return/1/ (%) (as of May 31, 2000)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Including Sales
Excluding Sales Charge Charge
------------------------------------ ----------------------
Year-To-Date* 1-Year 5-Year 10-Year 1-Year 5-Year 10-Year
<S> <C> <C> <C> <C> <C> <C> <C>
Class A 0.95 (0.23) 4.79 6.74 (4.72) 3.83 6.25
Class B 0.52 (1.00) 4.01 5.92 (5.67) 3.70 5.92
Institutional Class 1.06 (0.10) 4.82 6.74
Benchmark
Lehman Brothers
Aggregate Bond Index 1.87 2.11 5.97 7.77
Lehman Brothers
Intermediate
Government/
Credit Index/3/ 1.43 2.49 5.59 7.23
*Returns for periods less than one year are not annualized.
</TABLE>
characteristics (as of May 31, 2000)
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
Portfolio Turnover 124%
Number of Holdings 99
Average Credit Quality/5/ AA
Weighted Average Coupon 7.88%
Estimated Weighted Average Life 10.99 years
Estimated Duration 6.01 years
NAV (A, B, I) $8.86, $8.84, $8.85
Distribution Rate/6/ (A, B, I) 6.40%, 5.95%, 6.95%
SEC Yield/7/ (A,B, I) 6.30%, 5.85%, 6.85%
</TABLE>
portfolio allocation/8/ (as of May 31, 2000)
--------------------------------------------------------------------------------
[GRAPH APPEARS HERE]
growth of $10,000 investment/4/
--------------------------------------------------------------------------------
[GRAPH APPEARS HERE]
--------------------------------------------------------------------------------
/3/The Lehman Brothers Intermediate Government/Credit Index is an unmanaged
index composed of U.S. Government securities with maturities in the one-to 10-
year range, including securities issued by the U.S. Treasury and U.S.
Government agencies. It also contains all publicly issued, fixed-rate non
convertible investment-grade domestic corporate debt in the one- to 10-year
range. The Fund is a professionally managed mutual fund. You cannot invest
directly in an index.
/4/The chart compares the performance of the Wells Fargo Income Fund Class A
and Institutional Class shares for the most recent ten years with the Lehman
Brothers Aggregate Bond Index and the Lehman Brothers Intermediate
Government/Credit Index, the former benchmark for this fund. The chart assumes
a hypothetical $10,000 investment in Class A shares and Institutional
Class shares, reflects all operating expenses and, for Class A shares, assumes
the maximum initial sales charge of 4.50%. The Fund is a professionally managed
mutual fund.
/5/The average credit quality is compiled from ratings from Standard & Poor's
and/or Moody's Investors Service (together "rating agencies"). Standard &
Poor's is a registered trademark of McGraw-Hill, Inc., and has been licensed.
The Fund is not sponsored, sold or promoted by these rating agencies and these
rating agencies make no representation regarding the advisability of investing
in the Fund.
/6/The distribution rate is based on the actual distributions made by the Fund.
The distribution rate is calculated by annualizing the Fund's most recent
income dividend and dividing that figure by the applicable current public
offering price.
/7/The formula used to calculate the SEC yield is described in detail in the
Fund's Statement of Additional Information and is designed to standardize the
yield calculations so that all mutual fund companies with the same or similar
portfolios quote a uniform yield figure for their non-money market
advertisements. SEC yields include the actual amount of interest earned
adjusted by any gain or loss realized due to the return of principal, less
expenses and the maximum offering price calculated on a 30-day month-end basis.
/8/Portfolio holdings are subject to change.
C-2
<PAGE>
STABLE INCOME FUND
investment objective
--------------------------------------------------------------------------------
The Wells Fargo Stable Income Fund (the "Fund") seeks stability of principal
while providing low volatility total return.
advisor
Wells Fargo Bank, N.A.
sub-advisor
Wells Capital Management Incorporated
fund manager
John Huber (since 1998)
inception date
11/11/94
performance highlights
--------------------------------------------------------------------------------
The Fund's Class A shares returned 4.28%/1/ for the 12-month period ended May
31, 2000, excluding sales charges. The Fund underperformed its benchmark, the
Merrill Lynch Treasury Bill One-Year Index/2/, which returned 4.76% during
the period. The Fund's Class A shares distributed $0.54 per share in dividend
income and no capital gains during the period. Please keep in mind that past
performance is no guarantee of future results.
The Fund performed well over the period despite an interest rate environment
that profoundly affected short-term U.S. Treasury bills. The prospect of the
U.S. Treasury Department's discontinuation of one-year U.S. Treasury bills
only heightened volatility. Yet the Fund's diversified holdings across
several sectors, including mortgage- and asset-backed securities plus
corporate and taxable municipal bonds, contributed to the Fund's continued
success.
As spreads widened because of the U.S. Treasury Department's buyback program,
the Fund added floating, fixed-rate and municipal securities to the portfolio
to capture attractive yields. These short-term securities, which have yielded
between 7% to 8%, should continue to aid the Fund's performance going
forward. At the same time, the Fund increased its exposure to discounted
agency paper, which also should help boost returns over the ensuing year.
strategic outlook
--------------------------------------------------------------------------------
Going forward, historically wide yield spreads provide a significant
advantage for the Fund, and should contribute to the Fund's performance. The
Fund will continue to focus on selection of undervalued securities and
sectors on a strategically diversified basis while maintaining a controlled
duration around its key benchmark, the one-year U.S. Treasury bill. The Fund
also expects that long-term interest rates will remain in their recent range
until the Federal Reserve Board eases its monetary policy. If this is the
case, the environment for fixed-income securities will improve from an
interest rate perspective, with spreads narrowing toward their historic
norms. This combination of events bodes well for fixed-income investors.
--------------------------------------------------------------------------------
/1/Figures quoted represent past performance, which is no guarantee of future
results. Investment return and principal value of an investment will fluctuate
so that an investor's shares, when redeemed, may be worth more or less than
their original cost. The Fund's Advisor has committed through September 30,
2001 to waive fees and/or reimburse expenses to the extent necessary to
maintain a certain net operating expense ratio for the Fund. Actual reductions
of operating expenses can increase total return to shareholders. Without these
reductions, the Fund's returns would have been lower.
Performance shown for Class A, Class Band Institutional Class shares of the
Wells Fargo Stable Income Fund for periods prior to November 8, 1999, reflects
performance of the Class A, Class B and Institutional Class shares of the
Norwest Advantage Stable Income Fund, its predecessor fund. Effective at the
close of business November 5, 1999, the Norwest Advantage Funds were
reorganized into the Wells Fargo Funds. Performance shown for Class A shares
for periods prior to May 2, 1996 reflects performance of the Institutional
Class shares of the Norwest Fund adjusted for Class A sales charges.
Performance shown for Class B shares for periods prior to May 17, 1996 reflects
performance of the Institutional Class shares of the Norwest Fund adjusted for
Class B sales charges and expenses. For Class A shares, the maximum front-end
sales charge is 1.50%. The maximum contingent-deferred sales charge for Class B
shares is 5.00%. Class B share performance including sales charge assumes the
sales charge for the corresponding period. Institutional Class shares are sold
without sales charges.
C-3
<PAGE>
--------------------------------------------------------------------------------
average annual total return/1/ (%) (as of May 31, 2000)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Excluding Sales Charge Including Sales Charge
------------------------------------- -----------------------
Since Since
Year-To-Date* 1-Year 5-Year Inception 1-Year 5-Year Inception
<S> <C> <C> <C> <C> <C> <C> <C>
Class A 1.97 4.28 5.45 5.73 2.71 5.13 5.44
Class B 1.57 3.40 4.64 4.92 1.91 4.64 4.92
Institutional Class 2.07 4.32 5.48 5.76
Benchmark
Merrill Lynch Treasury
Bill One-Year Index 2.36 4.76 5.52
</TABLE>
*Returns for periods less than one year are not annualized.
characteristics (as of May 31, 2000)
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
Portfolio Turnover 40%
Number of Holdings 132
Average Credit Quality/4/ AA
Weighted Average Coupon 6.85%
Estimated Weighted Average Maturity 2.39 years
Estimated Average Duration 1.00 year
NAV (A, B, I) $10.15, $10.14, $10.15
Distribution Rate/5/ (A, B, I) 5.35%, 4.69%, 5.67%
SEC Yield/6/ (A, B, I) 6.28%, 5.62%, 6.63%
</TABLE>
portfolio allocation/7/ (as of May 31, 2000)
--------------------------------------------------------------------------------
[GRAPH APPEARS HERE]
growth of $10,000 investment/3/
--------------------------------------------------------------------------------
[GRAPH APPEARS HERE]
--------------------------------------------------------------------------------
/2/The Merrill Lynch Treasury Bill One-Year Index is an unmanaged measure of
the performance of the One-Year Treasury bill. Treasury bills are guaranteed by
the U.S. Government and, if held to maturity, offer a fixed rate of return and
fixed principal value. The Fund is a professionally managed mutual fund. You
cannot invest directly in an index.
/3/The chart compares the performance of the Wells Fargo Stable Income Fund
Class A and Institutional Class shares since inception with the Merrill Lynch
Treasury Bill One-Year Index. The chart assumes a hypothetical $10,000
investment in Class A shares and reflects all operating expenses and, for Class
A shares, assumes the maximum initial sales charge of 1.50%. The Fund is a
professionally managed mutual fund. You cannot invest directly in an index.
/4/The average credit quality is compiled from ratings from Standard & Poor's
and/or Moody's Investors Service (together "rating agencies"). Standard &
Poor's is a trademark of McGraw-Hill, Inc., and has been licensed. The Fund is
not sponsored, sold or promoted by these rating agencies and these rating
agencies make no representation regarding the advisability of investing in the
Fund.
/5/The distribution rate is based on the actual distributions made by the Fund.
The distribution rate is calculated by annualizing the Fund's most recent
income dividend and dividing that figure by the applicable current public
offering price.
/6/The formula used to calculate the SEC yield is described in detail in the
Fund's Statement of Additional Information and is designed to standardize the
yield calculations so that all mutual fund companies with the same or similar
portfolios quote a uniform yield figure for their non-money market
advertisements. SEC yields include the actual amount of interest earned
adjusted by any gain or loss realized due to the return of principal, less
expenses and the maximum offering price calculated on a 30-day month-end basis.
/7/The Fund invests exclusively in Wells Fargo Core Portfolios. This chart
represents the portfolio allocations of the portfolios in which it invests.
Portfolio holdings are subject to change.
C-4
<PAGE>
--------------------------------------------------------------------------------
NATIONAL TAX-FREE FUND
investment objective
--------------------------------------------------------------------------------
The National Tax-Free Fund (the Fund) seeks current income exempt from
federal income taxes.
advisor
Wells Fargo Bank, N.A.
sub-advisor
Wells Capital Management Incorporated
fund manager
Stephen Galiani
inception date
08/01/89
performance highlights
--------------------------------------------------------------------------------
The Fund's Class A shares returned 0.50%/1/ during the 12-month period ended
June 30, 2000, excluding sales charges, underperforming the Lehman Brothers
Municipal Bond Index/2/ (the Index), which returned 3.25%. The Fund's Class A
shares distributed $0.53 per share in dividend income and $0.01 in capital
gains during the period. Please keep in mind that past performance is no
guarantee of future results.
The Fund is normally more aggressive than the Index both in terms of duration
and credit exposure. While this strategy has the potential to produce a high
rate of tax-free income, it also hurt Fund performance during the first eight
months of the reporting period -a period characterized by rising interest
rates and widening credit spreads. The Fund, and the entire municipal sector,
were also negatively affected by shareholder redemptions, which resulted in
the sale of certain investments during periods of market weakness. Losses
incurred by the Fund will ultimately be used to reduce or eliminate future
capital gains distributions.
strategic outlook
--------------------------------------------------------------------------------
The Fund expects municipal yields to decline in the coming months, and is
well-positioned for the potential to capitalize on this development. And
unless the municipal bond market experiences another dramatic sell-off, the
Fund is potentially positioned to continue generating attractive dividends.
--------------------------------------------------------------------------------
/1/Figures quoted represent past performance, which is no guarantee of future
results. Investment return and principal value of an investment will fluctuate
so that an investor's shares, when redeemed, may be worth more or less than
their original cost. The Fund's Advisor has committed through October 31, 2001
to waive fees and/or reimburse expenses to the extent necessary to maintain a
certain net operating expense ratio for the Fund. Actual reductions of
operating expenses can increase total return to shareholders. Without these
reductions, the Fund's returns would have been lower.
Performance shown for the Class A, Class B and Institutional Class shares of
the Wells Fargo National Tax-Free Fund for periods prior to November 8, 1999,
reflects performance of the Class A, Class B, and Institutional Class shares of
the Norwest Advantage Tax-Free Income Fund (the accounting survivor of a merger
of the Norwest Advantage Tax-Free Income Fund and the Stagecoach National Tax-
Free Fund), its predecessor fund. Effective at the close of business November
5, 1999, the Stagecoach and Norwest Advantage Funds were reorganized into the
Wells Fargo Funds. Performance of the Class B shares for periods prior to
August 6, 1993 reflects performance of the Class A shares of the Norwest
Advantage Fund adjusted to reflect Class B shares sales charges and expenses.
Performance shown for Class C shares for periods prior to November 8, 1999
reflects performance of the Class B shares of the Norwest Advantage Fund
adjusted for Class C sales charges and expenses, For Class A shares, the
maximum front-end sales charge is 4.50%. The maximum contingent deferred sales
charge (CDSC) for Class B shares is 5.00%. The maximum CDSC for Class C shares
is 1.00%. Class B and Class C share performance assumes the maximum CDSC for
the corresponding time period. Institutional Class shares are sold without
sales charges.
/2/The Lehman Brothers Municipal Bond Index is an unmanaged index composed of
municipal bonds. The total return of the Index does not include the effect of
sales charges, and you cannot invest directly in an index. Had the Index
incurred operating expenses, its performance would have been lower.
/3/The chart compares the performance of the Wells Fargo National Tax-Free
Fund Class A and Institutional Class shares for the most recent ten years with
the Lehman Brothers Municipal Bond Index. The chart assumes a hypothetical
$10,000 investment in Class A and Institutional Class shares and reflects all
operating expenses and, for Class A shares, assumes the maximum initial sales
charge of 4.50%. The Fund is a professionally managed mutual fund.
C-5
<PAGE>
--------------------------------------------------------------------------------
average annual total return/1/ (%) (as of June 30, 2000)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Including Sales
Excluding Sales Charge Charge
------------------------------- ----------------------
6-Month* 1-Year 5-Year 10-Year 1-Year 5-Year 10-Year
<S> <C> <C> <C> <C> <C> <C> <C>
Class A 4.31 0.50 5.50 6.01 (4.02) 4.53 5.52
Class B 3.92 (0.24) 4.72 5.24 (4.99) 4.38 5.24
Class C 4.03 (0.13) 4.74 5.25 (1.09) 4.74 5.25
Institutional Class 4.52 0.73 5.55 6.04
Benchmark
Lehman Brothers
Municipal Bond Index 4.48 3.25 5.88 7.06
</TABLE>
*Returns for periods less than one year are not annualized.
characteristics (as of May 31, 2000)
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
Average Credit Quality/4/ AA
Weighted Average Coupon 4.78%
Estimated Duration 9.75 years
NAV (A, B, C, Inst.) $9.72, $9.72, $9.73, $9.73
Portfolio Turnover 79%
Number of Holdings 152
SEC Yield/5/ (A, B, C, Inst.) 5.47%, 4.98%, 4.98%, 5.92%
Distribution Rate/6/ (A, B, C, Inst.) 5.23%, 4.73%, 4.73%, 5.67%
Taxable Equivalent Yield/7/ (A, B, C, Inst.) 9.06%, 8.25%, 8.25%, 9.80%
Alternative Minimum Tax/7/ 7.60%
</TABLE>
growth of $10,000 investment/3/
--------------------------------------------------------------------------------
[GRAPH APPEARS HERE]
credit quality (as of June 30, 2000)
--------------------------------------------------------------------------------
[GRAPH APPEARS HERE]
maturity distribution/8/ (as of June 30, 2000)
--------------------------------------------------------------------------------
[GRAPH APPEARS HERE]
--------------------------------------------------------------------------------
/4/The average credit rating is compiled from ratings from Standard & Poor's
and/or Moody's Investors Service (together "rating agencies"). Standard and
Poor's is a trademark of McGraw-Hill, Inc. and has been licensed. The Fund is
not sponsored, sold or promoted by these rating agencies and these rating
agencies make no representation regarding the advisability of investing in the
Fund.
/5/The formula used to calculate the SEC yield is described in detail in the
Fund's Statement of Additional Information and is designed to standardize the
yield calculations so that all mutual fund companies with the same or similar
portfolios quote a uniform yield figure for their non-money market
advertisements. SEC yields include the actual amount of interest earned
adjusted by any gain or loss realized due to the return of principal, less
expenses and the maximum offering price calculated on a 30-day month-end basis.
/6/The distribution rate is based on the actual distributions made by the Fund.
The distribution rate is calculated by annualizing the Fund's most recent
income dividend and dividing that figure by the applicable current public
offering price.
/7/A portion of the Fund's income may be subject to federal, state and/or local
income taxes or the alternative minimum tax (AMT). The Fund's taxable
equivalent yield is based on the federal income tax rate of 39.60%. Any capital
gains distributions may be taxable. The value of the securities subject to the
AMT is represented as a percentage of net assets.
/8/Portfolio holdings are subject to change.
C-6
<PAGE>
PART B
STATEMENT OF ADDITIONAL INFORMATION
December [__], 2000
THE ACHIEVEMENT FUNDS TRUST
ONE FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456
February 8, 2001 Special Meeting of the
Shareholders of the Achievement Funds Trust
This Statement of Additional Information or SAI is not a prospectus but
should be read in conjunction with the Proxy Statement/Prospectus dated December
[__], 2000, for the Special Meeting of Shareholders of the Achievement Funds
Trust to be held on February 8, 2001. 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. Unless otherwise
indicated, capitalized terms used herein and not otherwise defined have the same
meanings as are given to them in the Proxy Statement/Prospectus.
Incorporation of Documents by Reference in Statement of Additional Information
This SAI consists of this cover page and the following described items,
which are hereby incorporated by reference:
(1) The SAI for the Wells Fargo Growth Fund, dated February 1, 2000, the
SAI for the Wells Fargo Asset Allocation Fund, dated February 1, 2000,
the SAI for the Wells Fargo National Tax-Free Fund, dated November 1,
2000, and the SAI for the Wells Fargo Income and Wells Fargo Stable
Income Funds, dated October 1, 2000.
(2) The SAI for the Achievement Funds dated June 1, 2000.
(3) Report of Independent Auditors and audited annual report financial
statements of the Achievement Funds as of January 31, 2000.
(4) Unaudited semi-annual report financial statements of the Achievement
Funds dated as of July 31, 2000.
(5) Report of Independent Auditors and audited annual report financial
statements of the Wells Fargo Growth Fund as of [September 30, 2000.]
(6) Report of Independent Auditors and audited annual report financial
statements of the Wells Fargo Asset Allocation Fund as of [September
30, 2000.]
B-1
<PAGE>
(7) Report of Independent Auditors and audited annual report financial
statements of the Wells Fargo National Tax-Free Fund as of June 30,
2000.
(8) Report of Independent Auditors and audited annual report financial
statements of the Wells Fargo Income and Wells Fargo Stable Income
Funds as of May 31, 2000.
(9) Unaudited pro forma combined financial information: (a) as of
September 30, 2000 for the Wells Fargo Growth Fund/Achievement Equity
Fund Reorganization and the Wells Fargo Asset Allocation
Fund/Achievement Balanced Fund Reorganization; (b) as of June 30, 2000
for the Wells Fargo National Tax-Free Fund/Achievement Municipal Bond
Fund/Achievement Idaho Municipal Bond Fund Reorganization; and (c) as
of May 31, 2000 for the Wells Fargo Income Fund/Achievement
Intermediate Term Bond Fund Reorganization and the Wells Fargo Stable
Income Fund/Achievement Short Term Bond Fund Reorganization. The pro
forma financial statements give effect to the Reorganization as if it
had occurred for the periods presented.
B-2
<PAGE>
Table of Contents
<TABLE>
<S> <C>
General Information............................................ B-4
Pro-Forma Financial Statements and Schedules................... B-5
</TABLE>
B-3
<PAGE>
General Information
This SAI relates to the reorganization of the six funds of The
Achievement Funds Trust listed below, which we refer to as the Achievement
Funds, with the five funds of Wells Fargo Funds Trust listed below, which we
refer to as the Wells Fargo Funds.
<TABLE>
<CAPTION>
====================================================================================
Achievement Funds Wells Fargo Funds
------------------------------------------------------------------------------------
<S> <C>
Equity Fund Growth Fund
------------------------------------------------------------------------------------
Balanced Fund Asset Allocation Fund
------------------------------------------------------------------------------------
Municipal Bond Fund National Tax-Free Fund
------------------------------------------------------------------------------------
Idaho Municipal Bond Fund National Tax-Free Fund
------------------------------------------------------------------------------------
Intermediate Term Bond Fund Income Fund
------------------------------------------------------------------------------------
Short Term Bond Fund Stable Income Fund
------------------------------------------------------------------------------------
</TABLE>
The reorganization of each Achievement Fund will involve the following
three steps:
. the transfer of the assets and liabilities of the Achievement Fund to its
corresponding Wells Fargo Fund in exchange for shares of the same class of
the Wells Fargo Fund having equivalent value to the net assets transferred;
. the pro rata distribution of the same class of shares of the Wells Fargo
Fund to the shareholders of record of the Achievement Fund as of the
effective date of the reorganization in full redemption of all shares of
the Achievement Fund; and
. the liquidation and termination of the Achievement Funds.
As a result of the reorganization, shareholders of each Achievement Fund
will hold shares of the same class of the corresponding Wells Fargo Fund having
the same total value as the shares of the Achievement Fund that they held
immediately before the reorganization. If a majority of the shares of one of
the Achievement Funds does not approve the reorganization, that Fund will not
participate in the reorganization. In such a case, the Achievement Fund will
continue its operations beyond the date of the reorganization and its Trustees
will consider what further action is appropriate.
For further information about the transaction, see the Proxy
Statement/Prospectus.
B-4
<PAGE>
WELLS FARGO FUNDS - GROWTH FUND
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
As of September 30, 2000 (Note 1) (Unaudited)
($000's)
<TABLE>
<CAPTION>
Wells Fargo Achievement Pro Forma Pro Forma
Growth Fund Equity Fund Adjustments Combined
----------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value (see cost below) $ 434,726 $ 323,384 $ 758,110
Cash 11 0 11
Collateral for securities loaned 71,402 0 71,402
Receivables:
Dividends, interest, other receivables 168 132 300
Fund shares sold 957 67 1,024
Investment securities sold 584 3,454 4,038
Prepaid expenses and other assets 60 75 135
Total Assets 507,908 327,112 835,020
LIABILITIES
Payables:
Securities loaned 71,402 0 71,402
Investment securities purchased 912 3,346 4,258
Fund shares redeemed 1,594 193 1,787
Due to distributor 212 0 212
Due to advisor and affiliates 323 0 323
Other 432 315 747
Total Liabilities 74,875 3,854 78,729
TOTAL NET ASSETS $ 433,033 $ 323,258 $ 756,291
Net assets consist of:
Paid-in capital $ 229,372 $ 188,448 (115) (2) $ 417,705
Undistributed net investment (loss) (1,723) (115) 115 (2) (1,723)
Undistributed net realized gain income
(loss) on investments 92,349 26,640 118,989
Net unrealized appreciation
(depreciation) of investments 113,035 108,285 221,320
TOTAL NET ASSETS $ 433,033 $ 323,258 $ 756,291
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 311,038 $ 13,218 $ 324,256
Shares outstanding - Class A 13,632 669 (90) (3) 14,211
Net asset value per share - Class A $ 22.82 $ 19.76 $ 22.82
Maximum offering price per share - Class A $ 24.21 $ 20.69 $ 24.21
Net assets - Class B $ 69,434 $ 2,987 $ 72,421
Shares outstanding - Class B 4,349 154 33 (3) 4,536
Net asset value and offering price per
share - Class B $ 15.96 $ 19.42 $ 15.96
Net assets - Institutional Class 52,561 307,053 $ 359,614
Shares outstanding - Institutional Class 1,961 15,456 (4000) (3) 13,417
Net asset value and offering price per
share - Institutional Class $ 26.80 $ 19.87 $ 26.80
INVESTMENT AT COST $ 321,691 $ 215,099 $ 536,790
</TABLE>
--------------------------------------------------------------------------------
(1) The information presented for the Achievement Equity Fund is as of July 31,
2000, the Fund's latest semi-annual reporting date. Based on the Fund's low
portfolio turnover rate and stable asset size, Management believes the
information presented is representative of the Fund's balance sheet and
portfolio holdings as of September 30, 2000.
(2) To reclass to paid-in capital the accumulated net investment loss of the
Achievement Equity Fund, because it cannot be carried over to the Wells
Fargo Growth Fund.
(3) Share adjustments based on surviving Fund NAV.
<PAGE>
WELLS FARGO FUNDS - GROWTH FUND
PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended September 30, 2000 (Note 1)
(Unaudited)
($000's)
<TABLE>
<CAPTION>
Wells Fargo Achievement Pro Forma Pro Forma
Growth Fund Equity Fund Adjustments Combined
----------- ----------- ----------- --------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends $ 3,608 $ 2,379 $ 5,987
Interest 506 315 821
Securities lending income 114 0 114
Total Investment Income 4,228 2,694 6,922
EXPENSES
Advisory fees 3,372 2,267 136 (2) 5,775
Administration fees 698 613 (156) (2) 1,155
Custody fees 92 58 * 4 (2) 154
Shareholder servicing fees 1,043 0 12 (2) 1,055
Portfolio accounting fees 83 0 40 (2) 123
Transfer agency fees 826 0 546 (2) 1,372
Distribution fees 537 62 ** (38) (2) 561
Legal and audit fees 70 50 (33) (2) 87
Registration fees 63 81 (39) (2) 105
Director's fees 5 19 (19) (2) 5
Shareholder reports 102 45 0 (2) 147
Other 45 18 0 (2) 63
Total Expenses 6,936 3,213 453 10,602
Less:
Waived fees and reimbursed expenses fees (1,256) (393) (186) (2) (1,835)
Net expenses 5,680 2,820 267 8,767
NET INVESTMENT INCOME (LOSS) (1,452) (126) (267) (1,845)
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain (loss) on sale of
investments 93,818 33,790 127,608
Net change in unrealized appreciation
or depreciation of invesments (28,752) 18,192 (10,560)
Net Gain (Loss) on Investments 65,066 51,982 117,048
NET INCREASE(DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 63,614 $ 51,856 (267) $ 115,203
</TABLE>
--------------------------------------------------------------------------------
* Includes transfer agency fees
** Includes shareholder servicing fees
(1) The information presented for the Achievement Equity Fund is for the year
ended July 31, 2000, the Fund's latest semi-annual reporting date. Based on
the Fund's stable portfolio and level fee/expense structure, Management
believes the information presented is representative of the Fund's
statement of operations for the twelve months ended September 30, 2000.
(2) 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 - GROWTH FUND
PRO FORMA PORTFOLIO OF INVESTMENTS
As of September 30, 2000 (Unaudited)
<TABLE>
<CAPTION>
Shares Security Name Market Value (000's)
------------------------------------- -----------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WF Growth Achievement Pro Forma Achievement Pro Forma
Fund Equity Fund Combined COMMON STOCK WF Growth Fund Equity Fund Combined
AMUSEMENT & RECREATION SERVICES
$ 93,500 $ 0 $ 93,500 Walt Disney Company $ 3,576 $ 0 $ 3,576
APPAREL & ACCESSORY STORES
58,200 0 58,200 Kohl's Corporation 3,357 0 3,357
BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY &
MOBILE HOME DEALERS
82,500 150,000 232,500 Home Depot Incorporated 4,378 7,763 12,141
43,400 0 43,400 Lowe's Companies Incorporated 1,948 0 1,948
-----------------------------------------------
6,326 7,763 14,089
BUSINESS SERVICES
82,258 100,000 182,258 America Online Incorporated 4,421 5,331 9,752
52,500 0 52,500 Commerce One Incorporated 4,121 0 4,121
66,500 0 66,500 Interpublic Group of Companies Incorporated 2,265 0 2,265
202,669 150,000 352,669 Microsoft Corporation 12,211 10,472 22,683
108,500 176,331 284,831 Oracle Corporation 8,544 13,258 21,802
58,304 80,000 138,304 Sun Microsystems Incorporated 6,807 8,435 15,242
15,000 0 15,000 TIBCO Software Incorporated 1,266 0 1,266
39,575 0 39,575 VERITAS Software Corporation 5,620 0 5,620
0 61,000 61,000 Yahoo 0 7,850 7,850
-----------------------------------------------
45,255 45,346 90,601
CHEMICALS & ALLIED PRODUCTS
64,127 100,000 164,127 Abbott Laboratories 3,050 4,162 7,212
59,400 0 59,400 Clorox Company 2,350 0 2,350
103,000 0 103,000 Colgate-Palmolive Company 4,862 0 4,862
37,711 0 37,711 Eli Lilly & Company 3,059 0 3,059
13,000 0 13,000 Genentech Incorporated 2,414 0 2,414
59,076 0 59,076 Gillette Company 1,824 0 1,824
48,425 45,000 93,425 Johnson & Johnson 4,549 4,188 8,737
72,152 90,000 162,152 Merck & Company Incorporated 5,371 6,452 11,823
231,751 180,000 411,751 Pfizer Incorporated 10,414 7,763 18,177
24,500 75,000 99,500 Pharmacia Corporation 1,475 4,106 5,581
50,500 0 50,500 Praxair Incorporated 1,887 0 1,887
38,244 0 38,244 Procter & Gamble Company 2,562 0 2,562
52,725 100,000 152,725 Schering-Plough Corporation 2,452 4,319 6,771
0 45,000 45,000 Amgen 0 2,922 2,922
0 60,000 60,000 Guidant 0 3,383 3,383
-----------------------------------------------
46,269 37,295 83,564
COMMUNICATIONS
88,500 0 88,500 360networks Incorporated 1,737 0 1,737
57,200 0 57,200 Clear Channel Communications Incorporated 3,232 0 3,232
42,500 0 42,500 Nextel Communications Incorporated 1,987 0 1,987
75,500 0 75,500 NEXTLINK Communications Incorporated 2,657 0 2,657
56,000 190,000 246,000 Qwest Communications International Incorporated+ 2,692 8,918 11,610
141,204 107,000 248,204 SBC Communications Incorporated 7,060 4,554 11,614
110,500 187,500 298,000 WorldCom Incorporated 3,356 7,324 10,680
0 150,000 150,000 AT&T 0 4,641 4,641
-----------------------------------------------
22,721 25,437 48,158
DEPOSITORY INSTITUTIONS
77,751 120,000 197,751 Chase Manhattan Corporation 3,591 5,962 9,553
276,132 100,000 376,132 Citigroup Incorporated 14,928 7,056 21,984
28,750 0 28,750 Fifth Third Bancorp 1,549 0 1,549
25,000 0 25,000 Golden West Financial Corporation 1,341 0 1,341
24,650 0 24,650 State Street Corporation 3,205 0 3,205
0 100,000 100,000 Wells Fargo 0 4,131 4,131
-----------------------------------------------
24,614 17,149 41,763
EATING & DRINKING PLACES
66,864 0 66,864 McDonald's Corporation 2,018 0 2,018
ELECTRIC, GAS & SANITARY SERVICES
182,600 0 182,600 AES Corporation 12,508 0 12,508
29,000 0 29,000 Southern Energy Incorporated 910 0 910
47,830 0 47,830 Williams Companies Incorporated 2,021 0 2,021
-----------------------------------------------
15,439 0 15,439
ELECTRONIC & OTHER ELECTRICAL EQUIPMENT &
COMPONENTS, EXCEPT COMPUTER EQUIPMENT
40,900 0 40,900 Celestica Incorporated 2,832 0 2,832
390,726 300,000 690,726 General Electric Company 22,540 15,431 37,971
250,032 220,000 470,032 Intel Corporation 10,408 14,685 25,093
77,800 100,000 177,800 JDS Uniphase Corporation 7,367 11,813 19,180
24,000 0 24,000 Micron Technology Incorporated 1,104 0 1,104
34,300 0 34,300 Network Appliance Incorporated 4,369 0 4,369
219,372 112,000 331,372 Nortel Networks Corporation 13,066 8,330 21,396
15,500 0 15,500 PMC-Sierra Incorporated 3,336 0 3,336
32,100 0 32,100 Sanmina Corporation 3,005 0 3,005
64,488 0 64,488 Texas Instruments Incorporated 3,043 0 3,043
32,000 0 32,000 TyCom Limited 1,228 0 1,228
0 120,000 120,000 Analog Devices 0 8,025 8,025
-----------------------------------------------
72,298 58,284 130,582
ENGINEERING, ACCOUNTING, RESEARCH,
MANAGEMENT & RELATED SERVICES
53,600 0 53,600 Halliburton Company 2,623 0 2,623
FOOD & KINDRED PRODUCTS
72,800 0 72,800 Anheuser-Busch Companies Incorporated 3,080 0 3,080
119,020 130,000 249,020 Coca-Cola Company 6,561 7,971 14,532
77,600 120,000 197,600 PepsiCo Incorporated 3,570 5,498 9,068
-----------------------------------------------
13,211 13,469 26,680
GENERAL MERCHANDISE STORES
249,040 180,000 429,040 Target Corporation 6,382 5,220 11,602
173,104 150,000 323,104 Wal-Mart Stores Incorporated 8,331 8,241 16,572
0 150,000 150,000 Gap 0 5,372 5,372
-----------------------------------------------
14,713 18,833 33,546
INDUSTRIAL & COMMERCIAL MACHINERY & COMPUTER
EQUIPMENT
351,960 200,000 551,960 Cisco Systems Incorporated 19,446 13,087 32,533
138,236 0 138,236 EMC Corporation 13,703 0 13,703
43,076 40,000 83,076 Hewlett-Packard Company 4,178 4,367 8,545
71,482 30,000 101,482 IBM Corporation 8,042 3,373 11,415
36,000 0 36,000 Palm Incorporated 1,906 0 1,906
0 140,000 140,000 Dell Computer 0 6,151 6,151
-----------------------------------------------
47,275 26,978 74,253
INSURANCE AGENTS, BROKERS & SERVICE
18,800 0 18,800 Marsh & McLennan Companies Incorporated 2,496 0 2,496
INSURANCE CARRIERS
141,031 120,000 261,031 American International Group Incorporated 13,495 10,523 24,018
54,000 0 54,000 AXA Financial Incorporated 2,751 0 2,751
35,000 0 35,000 St. Paul Companies Incorporated 1,726 0 1,726
-----------------------------------------------
17,972 10,523 28,495
MEASURING, ANALYZING, & CONTROLLING
INSTRUMENTS; PHOTOGRAPHIC, MEDICAL & OPTICAL
GOODS
44,069 0 44,069 Baxter International Incorporated 3,517 0 3,517
37,488 0 37,488 Danaher Corporation 1,865 0 1,865
19,402 0 19,402 Medtronic Incorporated 1,005 0 1,005
0 15,256 15,256 Agilent Technologies 0 622 622
-----------------------------------------------
6,387 622 7,009
MISCELLANEOUS MANUFACTURING INDUSTRIES
118,900 133,000 251,900 Tyco International Limited 6,168 7,115 13,283
MISCELLANEOUS RETAIL
61,800 0 61,800 Bed Bath & Beyond Incorporated 1,507 0 1,507
36,000 0 36,000 Dollar Tree Stores Incorporated 1,460 0 1,460
-----------------------------------------------
2,967 0 2,967
MOTION PICTURES
41,000 0 41,000 Time Warner Incorporated 3,208 0 3,208
NONDEPOSITORY CREDIT INSTITUTIONS
94,750 0 94,750 Federal National Mortgage Association 6,775 0 6,775
106,140 0 106,140 Household International Incorporated 6,010 0 6,010
-----------------------------------------------
12,785 0 12,785
OIL & GAS EXTRACTION
83,000 0 83,000 Diamond Offshore Drilling Incorporated 3,403 0 3,403
29,000 0 29,000 Enron Corporation 2,541 0 2,541
35,669 0 35,669 Transocean Sedco Forex Incorporated 2,091 0 2,091
-----------------------------------------------
8,035 0 8,035
PAPER & ALLIED PRODUCTS
44,600 0 44,600 International Paper Company 1,279 0 1,279
18,800 100,000 118,800 Kimberly-Clark Corporation 1,049 5,744 6,793
-----------------------------------------------
2,328 5,744 8,072
PETROLEUM REFINING & RELATED INDUSTRIES
36,773 0 36,773 Chevron Corporation 3,135 0 3,135
34,100 0 34,100 Coastal Corporation 2,528 0 2,528
113,952 100,000 213,952 Exxon Mobil Corporation 10,156 8,000 18,156
70,216 0 70,216 Royal Dutch Petroleum Company NY Shares ADR 4,208 0 4,208
0 85,000 85,000 Texaco 0 4,202 4,202
----------------------------------------------
20,027 12,202 32,229
PRIMARY METAL INDUSTRIES
107,764 0 107,764 Alcoa Incorporated 2,728 0 2,728
PRINTING, PUBLISHING & ALLIED INDUSTRIES
35,196 0 35,196 Viacom Incorporated Class B 2,059 0 2,059
0 100,000 100,000 McGraw-Hill 0 5,944 5,944
----------------------------------------------
2,059 5,944 8,003
SECURITY & COMMODITY BROKERS, DEALERS,
EXCHANGES & SERVICES
25,500 0 25,500 Franklin Resources Incorporated 1,133 0 1,133
22,000 0 22,000 Goldman Sachs Group Incorporated 2,507 0 2,507
45,600 0 45,600 Merrill Lynch & Company Incorporated 3,010 0 3,010
52,116 100,000 152,116 Morgan Stanley Dean Witter & Company 4,765 9,125 13,890
0 105,000 105,000 American Express 0 5,952 5,952
0 170,000 170,000 Capital One Financial 0 9,966 9,966
0 21,630 21,630 Fannie Mae 0 1,079 1,079
----------------------------------------------
11,415 26,122 37,537
STONE, CLAY, GLASS & CONCRETE PRODUCTS
27,500 0 27,500 Corning Incorporated 8,167 0 8,167
TRANSPORTATION EQUIPMENT
41,600 0 41,600 United Technologies Corporation 2,881 0 2,881
TOTAL COMMON STOCK 429,318 318,826 748,144
PRINCIPAL (000's)
----------------------------------
SHORT-TERM INSTRUMENTS
Goldman Sachs Repurchase Agreement - 102%
5,408 0 5,408 Collateralized by U.S. Government Securities 5,408 0 5,408
0 4,470 4,470 SEI Daily Income Trust Money Market Portfolio 0 4,470 4,470
0 88 88 SEI Daily Income Trust Prime Obligation
Portfolio 0 88 88
----------------------------------------------
5,408 4,558 9,966
TOTAL INVESTMENTS, AT MARKET VALUE $ 434,726 $ 323,384 $ 758,110
TOTAL INVESTMENTS, AT COST $ 321,691 $ 215,099 $ 536,790
</TABLE>
<PAGE>
WELLS FARGO FUNDS - ASSET ALLOCATION FUND
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
As of September 30, 2000 (Note 1) (Unaudited)
($000's)
<TABLE>
<CAPTION>
Wells Fargo Asset Achievement Pro Forma Pro Forma
Allocation Fund Balanced Fund Adjustments Combined
----------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value (see cost below) $ 1,889,506 $ 213,168 $ 2,102,674
Cash 5 0 5
Receivables:
Dividends, interest, other receivables 9,920 1,284 11,204
Fund shares sold 3,522 0 3,522
Investment securities sold 14 2,090 2,104
Prepaid expenses and other assets 27 16 43
Total Assets 1,902,994 216,558 2,119,552
LIABILITIES
Payables:
Investment securities purchased 0 1,360 1,360
Fund shares redeemed 2,059 150 2,209
Due to distributor 1,325 0 1,325
Due to advisor and affiliates 1,360 0 1,360
Other 634 255 889
Total Liabilities 5,378 1,765 7,143
TOTAL NET ASSETS $ 1,897,616 $ 214,793 $ 2,112,409
Net assets consist of:
Paid-in capital 1,497,207 $ 151,585 $ 1,648,792
Undistributed net investment income (loss) 619 39 658
Undistributed net realized gain (loss)
on investments 123,223 12,995 136,218
Net unrealized appreciation (depreciation)
of investments 276,567 50,174 326,741
TOTAL NET ASSETS $ 1,897,616 $ 214,793 $ 2,112,409
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 1,266,357 $ 3,542 $ 1,269,899
Shares outstanding - Class A 51,975 242 (97) (2) 52,120
Net asset value per share - Class A $ 24.36 $ 14.63 $ 24.36
Maximum offering price per share - Class A $ 25.85 $ 15.32 $ 25.85
Net assets - Class B $ 577,526 $ 2,009 $ 579,535
Shares outstanding - Class B 39,088 138 (2) (2) 39,224
Net asset value and offering price per
share - Class B $ 14.78 $ 14.60 $ 14.78
Net assets - Class C $ 32,911 $ 32,911
Shares outstanding - Class C 2,221 2,221
Net asset value and offering price per
share - Class C $ 14.82 $ 14.82
Net assets - Institutional Class $ 20,822 $ 209,242 $ 230,064
Shares outstanding - Institutional Class 854 14,278 (5,693) (2) 9,439
Net asset value and offering price per
share - Institutional Class $ 24.37 $ 14.66 $ 24.37
INVESTMENT AT COST $ 1,612,895 $ 162,994 $ 1,775,889
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The information presented for the Achievement Balanced Fund is as of July
31, 2000, the Fund's latest semi-annual reporting date. Based on the Fund's
low portfolio turnover rate and stable asset size, Management believes the
information presented is representative of the Fund's balance sheet and
portfolio holdings as of September 30, 2000.
(2) Share adjustments based on surviving Fund NAV.
<PAGE>
WELLS FARGO FUNDS - ASSET ALLOCATION FUND
PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended September 30, 2000 (Note 1) (Unaudited)
($000's)
<TABLE>
<CAPTION>
Wells Fargo Asset Achievement Pro Forma Pro Forma
Allocation Fund Balanced Fund Adjustments Combined
----------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends $ 13,563 $ 1,251 $ 14,814
Interest 47,883 4,630 52,513
Total Investment Income 61,446 5,881 67,327
EXPENSES
Advisory fees 14,567 1,627 969 (2) 17,163
Administration fees 2,895 440 (117)(2) 3,218
Custody fees 0 55 * (55)(2) 0
Shareholder servicing fees 2,289 0 0 (2) 2,289
Portfolio accounting fees 191 0 0 (2) 191
Transfer agency fees 2,336 0 266 (2) 2,602
Distribution fees 4,307 30 ** (3)(2) 4,334
Legal and audit fees 123 54 (23)(2) 154
Registration fees 92 74 (64)(2) 102
Directors' fees 5 15 (15)(2) 5
Shareholder reports 235 38 (11)(2) 262
Other 268 16 0 (2) 284
Total Expenses 27,308 2,349 947 30,604
Less:
Waived fees and reimbursed expenses fees (3,915) (341) (752)(2) (5,008)
Net expenses 23,393 2,008 195 25,596
NET INVESTMENT INCOME (LOSS) 38,053 3,873 (195) 41,731
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain (loss) on sale of investments 127,664 18,887 146,551
Net change in unrealized appreciation or
depreciation of investments 45,590 2,964 48,554
Net Gain (Loss) on Investments 173,254 21,851 195,105
NET INCREASE(DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 211,307 $ 25,724 (195) $236,836
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Includes transfer agency fees
** Includes shareholder servicing fees
(1) The information presented for the Achievement Balanced Fund is for the year
ended July 31, 2000, the Fund's latest semi-annual reporting date. Based on the
Fund's stable portfolio and level fee/expense structure, Management believes the
information presented is representative of the Fund's statement of operations
for the twelve months ended September 30, 2000.
(2) To adjust expenses to reflect the Combined Fund's estimated fees and
expenses, based on contractual rates or elimination of duplicative services.
<PAGE>
<TABLE>
<CAPTION>
WELLS FARGO FUNDS - ASSET ALLOCATION FUND
PRO FORMA PORTFOLIO OF INVESTMENTS
As of September 30, 2000 (Unaudited)
Shares Market Value ($000's)
------------------------------------------------- ----------------------------------------------
WF Asset Allocation Achievement Pro Forma WF Asset Allocation Achievement Pro Forma
Fund Balanced Fund Combined Security Name Fund Balanced Fund Combined
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK
AGRICULTURAL PRODUCTION-CROPS
$ 31,267 $ 0 $ 31,267 Nabisco Group Holdings Corporation $ 891 $ 0 $ 891
AMUSEMENT & RECREATION SERVICES
11,728 0 11,728 Harrah's Entertainment Incorporated 323 0 323
199,215 49,000 248,215 Walt Disney Company 7,620 1,896 9,516
----------------------------------------------
7,943 1,896 9,839
APPAREL & ACCESSORY STORES
81,556 40,000 121,556 Gap Incorporated 1,641 1,433 3,074
31,256 0 31,256 Kohl's Corporation 1,803 0 1,803
41,224 0 41,224 Limited Incorporated 910 0 910
12,910 0 12,910 Nordstrom Incorporated 201 0 201
----------------------------------------------
4,555 1,433 5,988
APPAREL & OTHER FINISHED PRODUCTS
MADE FROM FABRICS & SIMILAR MATERIALS
5,262 0 5,262 Liz Claiborne Incorporated 202 0 202
10,931 0 10,931 V F Corporation 270 0 270
----------------------------------------------
472 0 472
AUTOMOTIVE DEALERS & GASOLINE SERVICE
STATIONS
12,846 0 12,846 Autozone Incorporated 291 0 291
AUTOMOTIVE REPAIR, SERVICES & PARKING
5,751 0 5,751 Ryder System Incorporated 106 0 106
BUILDING CONSTRUCTION-GENERAL
CONTRACTORS & OPERATIVE BUILDERS
5,729 0 5,729 Centex Corporation 184 0 184
4,656 0 4,656 Kaufman & Broad Home Corporation 125 0 125
3,970 0 3,970 Pulte Corporation 131 0 131
----------------------------------------------
440 0 440
BUILDING MATERIALS, HARDWARE,
GARDEN SUPPLY & MOBILE HOME DEALERS
221,804 70,500 292,304 Home Depot Incorporated 11,769 3,648 15,417
36,667 0 36,667 Lowe's Companies Incorporated 1,645 0 1,645
15,720 0 15,720 Sherwin-Williams Company 336 0 336
----------------------------------------------
13,750 3,648 17,398
BUSINESS SERVICES
11,461 0 11,461 Adobe Systems Incorporated 1,779 0 1,779
220,228 50,000 270,228 America Online Incorporated 11,837 2,666 14,503
5,630 0 5,630 Autodesk Incorporated 143 0 143
60,129 0 60,129 Automatic Data Processing
Incorporated 4,021 0 4,021
23,432 0 23,432 BMC Software Incorporated 448 0 448
17,526 0 17,526 Cabletron Systems Incorporated 515 0 515
69,121 0 69,121 Cendant Corporation 752 0 752
13,934 0 13,934 Ceridian Corporation 391 0 391
17,756 0 17,756 Citrix Systems Incorporated 356 0 356
56,423 0 56,423 Computer Associates International
Incorporated 1,421 0 1,421
16,093 0 16,093 Computer Sciences Corporation 1,195 0 1,195
34,549 0 34,549 Compuware Corporation 289 0 289
14,750 0 14,750 Convergys Corporation 573 0 573
6,983 0 6,983 Deluxe Corporation 142 0 142
12,446 0 12,446 Ecolab Incorporated 449 0 449
44,636 0 44,636 Electronic Data Systems Corporation 1,852 0 1,852
13,532 0 13,532 Equifax Incorporated 365 0 365
39,549 0 39,549 First Data Corporation 1,545 0 1,545
28,534 0 28,534 IMS Health Incorporated 592 0 592
28,894 0 28,894 Interpublic Group of Companies
Incorporated 984 0 984
27,067 0 27,067 McKesson HBOC Incorporated 827 0 827
7,600 0 7,600 Mercury Interactive Corporation 1,191 0 1,191
503,931 69,800 573,731 Microsoft Corporation 30,362 4,873 35,235
9,095 0 9,095 NCR Corporation 344 0 344
31,649 0 31,649 Novell Incorporated 315 0 315
17,082 0 17,082 Omnicom Group Incorporated 1,246 0 1,246
269,763 83,200 352,963 Oracle Corporation 21,244 6,256 27,500
26,513 0 26,513 Parametric Technology Company 290 0 290
26,460 0 26,460 PeopleSoft Incorporated 739 0 739
11,300 0 11,300 Sapient Corporation 460 0 460
38,700 0 38,700 Siebel Systems Incorporated 4,308 0 4,308
152,109 36,000 188,109 Sun Microsystems Incorporated 17,759 3,796 21,555
29,870 0 29,870 Unisys Corporation 336 0 336
37,507 0 37,507 VERITAS Software Corporation 5,326 0 5,326
52,120 30,200 82,320 Yahoo! Incorporated 4,743 3,886 8,629
6,880 0 6,880 Young & Rubicam Incorporated 341 0 341
----------------------------------------------
119,480 21,477 140,957
CHEMICALS & ALLIED PRODUCTS
148,511 35,000 183,511 Abbott Laboratories 7,063 1,457 8,520
21,948 0 21,948 Air Products and Chemicals
Incorporated 790 0 790
5,379 0 5,379 Alberto Culver Company 155 0 155
11,036 0 11,036 ALZA Corporation 955 0 955
125,083 0 125,083 American Home Products Corporation 7,075 0 7,075
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
98,479 23,000 121,479 Amgen Incorporated 6,877 1,494 8,371
22,771 0 22,771 Avon Products Incorporated 931 0 931
14,259 0 14,259 Biogen Incorporated 870 0 870
188,721 0 188,721 Bristol-Myers Squibb Company 10,781 0 10,781
22,476 0 22,476 Clorox Company 889 0 889
55,268 0 55,268 Colgate-Palmolive Company 2,609 0 2,609
64,868 0 64,868 Dow Chemical Company 1,618 0 1,618
100,366 0 100,366 E I du Pont de Nemours & Company 4,159 0 4,159
7,340 0 7,340 Eastman Chemical Company 271 0 271
108,288 0 108,288 Eli Lilly & Company 8,785 0 8,785
2,914 0 2,914 FMC Corporation 195 0 195
100,123 0 100,123 Gillette Company 3,091 0 3,091
5,252 0 5,252 Great Lakes Chemical Corporation 154 0 154
9,841 0 9,841 International Flavors & Fragrances 179 0 179
Incorporated
133,374 15,000 148,374 Johnson & Johnson 12,529 1,396 13,925
20,000 0 20,000 MedImmune Incorporated 1,545 0 1,545
220,414 58,000 278,414 Merck & Company Incorporated 16,407 4,158 20,565
603,506 39,000 642,506 Pfizer Incorporated 27,120 1,682 28,802
122,024 30,000 152,024 Pharmacia Corporation 7,344 1,643 8,987
16,659 0 16,659 PPG Industries Incorporated 661 0 661
15,132 0 15,132 Praxair Incorporated 565 0 565
125,358 0 125,358 Procter & Gamble Company 8,399 0 8,399
20,853 0 20,853 Rohm & Haas Company 606 0 606
140,389 50,000 190,389 Schering-Plough Corporation 6,528 2,159 8,687
8,145 0 8,145 Sigma Aldrich 269 0 269
12,928 0 12,928 Union Carbide Corporation 488 0 488
6,543 0 6,543 W R Grace & Company 45 0 45
9,753 0 9,753 Watson Pharmaceuticals Incorporated 633 0 633
----------------------------------------------
140,586 13,989 154,575
COMMUNICATIONS
64,740 0 64,740 ADC Telecommunications Incorporated 1,741 0 1,741
30,196 0 30,196 Alltel Corporation 1,576 0 1,576
359,748 82,500 442,248 AT&T Corporation 10,568 2,552 13,120
180,235 0 180,235 BellSouth Corporation 7,254 0 7,254
13,475 0 13,475 CenturyTel Incorporated 367 0 367
56,027 0 56,027 Clear Channel Communications
Incorporated 3,165 0 3,165
86,081 0 86,081 Comcast Corporation Class A 3,524 0 3,524
84,572 0 84,572 Global Crossing Limited 2,622 0 2,622
72,710 0 72,710 Nextel Communications Incorporated 3,399 0 3,399
156,560 60,000 216,560 Qwest Communications International
Incorporated 7,525 2,816 10,341
325,011 55,000 380,011 SBC Communications Incorporated 16,251 2,341 18,592
84,064 0 84,064 Sprint Corporation (FON Group) 2,464 0 2,464
87,783 0 87,783 Sprint Corporation (PCS Group) 3,078 0 3,078
260,847 0 260,847 Verizon Communications 12,635 0 12,635
274,550 93,000 367,550 WorldCom Incorporated 8,339 3,633 11,972
----------------------------------------------
84,508 11,342 95,850
DEPOSITORY INSTITUTIONS
37,687 0 37,687 AmSouth Bancorp 471 0 471
157,746 0 157,746 Bank of America Corporation 8,262 0 8,262
70,704 0 70,704 Bank of New York Company Incorporated 3,964 0 3,964
109,986 0 109,986 Bank One Corporation 4,248 0 4,248
37,561 0 37,561 BB&T Corporation 1,131 0 1,131
21,053 0 21,053 Charter One Financial Incorporated 513 0 513
124,908 48,000 172,908 Chase Manhattan Corporation 5,769 2,385 8,154
431,025 53,000 484,025 Citigroup Incorporated 23,302 3,740 27,042
15,007 0 15,007 Comerica Incorporated 877 0 877
44,531 0 44,531 Fifth Third Bancorp 2,399 0 2,399
94,013 0 94,013 First Union Corporation 3,026 0 3,026
92,990 0 92,990 Firstar Corporation 2,081 0 2,081
86,357 0 86,357 FleetBoston Financial Corporation 3,368 0 3,368
15,166 0 15,166 Golden West Financial Corporation 813 0 813
23,432 0 23,432 Huntington Bancshares Incorporated 344 0 344
15,386 0 15,386 J P Morgan & Company Incorporated 2,514 0 2,514
41,663 0 41,663 KeyCorp 1,055 0 1,055
47,076 0 47,076 Mellon Financial Corporation 2,183 0 2,183
58,119 0 58,119 National City Corporation 1,286 0 1,286
21,319 0 21,319 Northern Trust Corporation 1,895 0 1,895
13,178 0 13,178 Old Kent Financial Corporation 381 0 381
27,880 0 27,880 PNC Financial Services Group 1,812 0 1,812
21,135 0 21,135 Regions Financial Corporation 480 0 480
16,133 0 16,133 SouthTrust Corporation 507 0 507
15,448 0 15,448 State Street Corporation 2,008 0 2,008
16,899 0 16,899 Summit Bancorp 583 0 583
29,048 0 29,048 Suntrust Banks Incorporated 1,447 0 1,447
27,105 0 27,105 Synovus Financial Corporation 574 0 574
72,080 0 72,080 US Bancorp 1,640 0 1,640
12,999 0 12,999 Union Planters Corporation 430 0 430
19,371 0 19,371 Wachovia Corporation 1,098 0 1,098
52,459 0 52,459 Washington Mutual Incorporated 2,089 0 2,089
154,967 50,900 205,867 Wells Fargo & Company 7,119 2,103 9,222
----------------------------------------------
89,669 8,228 97,897
EATING & DRINKING PLACES
11,852 0 11,852 Darden Restaurants Incorporated 247 0 247
127,721 0 127,721 McDonald's Corporation 3,855 0 3,855
17,650 0 17,650 Starbucks Corporation 707 0 707
14,161 0 14,161 Tricon Global Restaurants
Incorporated 434 0 434
10,919 0 10,919 Wendy's International Incorporated 219 0 219
----------------------------------------------
5,462 0 5,462
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
ELECTRIC, GAS & SANITARY SERVICES
43,836 0 43,836 AES Corporation 3,003 0 3,003
18,081 0 18,081 Allied Waste Industries Incorporated 166 0 166
13,158 0 13,158 Ameren Corporation 551 0 551
30,826 0 30,826 American Electric Power Company 1,206 0 1,206
Incorporated
15,282 0 15,282 Cinergy Corporation 505 0 505
10,534 0 10,534 CMS Energy Corporation 284 0 284
7,716 0 7,716 Columbia Energy Group 548 0 548
20,373 0 20,373 Consolidated Edison Incorporated 695 0 695
14,386 0 14,386 Constellation Energy Group 716 0 716
15,313 0 15,313 CP&L Energy Incorporated 638 0 638
22,789 0 22,789 Dominion Resource Incorporated 1,323 0 1,323
13,694 0 13,694 DTE Energy Company 524 0 524
35,217 0 35,217 Duke Energy Corporation 3,020 0 3,020
2,607 0 2,607 Eastern Enterprises 166 0 166
31,821 0 31,821 Edison International 615 0 615
22,169 0 22,169 El Paso Energy Corporation 1,366 0 1,366
22,034 0 22,034 Entergy Corporation 821 0 821
22,122 0 22,122 FirstEnergy Corporation 596 0 596
9,457 0 9,457 Florida Progress Corporation 501 0 501
17,122 0 17,122 FPL Group Incorporated 1,126 0 1,126
11,634 0 11,634 GPU Incorporated 377 0 377
12,800 0 12,800 KeySpan Corporation 514 0 514
16,577 0 16,577 Niagara Mohawk Holdings Incorporated 261 0 261
4,481 0 4,481 NICOR Incorporated 162 0 162
2,829 0 2,829 Oneok Incorporated 112 0 112
16,300 0 16,300 PECO Energy Company 987 0 987
3,431 0 3,431 People's Energy Corporation 115 0 115
36,935 0 36,935 PG&E Corporation 893 0 893
8,100 0 8,100 Pinnacle West Capital Corporation 412 0 412
13,857 0 13,857 PPL Corporation 579 0 579
20,714 0 20,714 Public Service Enterprise Group 926 0 926
Incorporated
28,386 0 28,386 Reliant Energy Incorporated 1,320 0 1,320
19,571 0 19,571 Sempra Energy 407 0 407
62,238 0 62,238 Southern Company 2,019 0 2,019
25,304 0 25,304 Texas Utilities Company 1,003 0 1,003
17,000 0 17,000 Unicom Corporation 955 0 955
59,536 0 59,536 Waste Management Incorporated 1,038 0 1,038
42,401 0 42,401 Williams Companies Incorporated 1,791 0 1,791
32,341 0 32,341 XCEL Energy Incorporated 889 0 889
----------------------------------------------
33,130 0 33,130
ELECTRONIC & OTHER ELECTRICAL EQUIPMENT
& COMPONENTS, EXCEPT COMPUTER EQUIPMENT
9,933 0 9,933 Adaptec Incorporated 199 0 199
29,348 0 29,348 Advanced Micro Devices Incorporated 693 0 693
38,200 0 38,200 Altera Corporation 1,824 0 1,824
18,550 0 18,550 American Power Conversion Corporation 356 0 356
33,897 43,800 77,697 Analog Devices Incorporated 2,799 2,929 5,728
7,701 0 7,701 Andrew Corporation 202 0 202
20,800 0 20,800 Broadcom Corporation 5,070 0 5,070
20,809 0 20,809 Conexant Systems Incorporated 871 0 871
8,894 0 8,894 Cooper Industries Incorporated 314 0 314
6,931 0 6,931 Eaton Corporation 427 0 427
40,961 0 40,961 Emerson Electric Company 2,744 0 2,744
948,198 160,000 1,108,198 General Electric Company 54,699 8,230 62,929
642,204 92,800 735,004 Intel Corporation 26,732 6,194 32,926
89,300 50,000 139,300 JDS Uniphase Corporation 8,456 5,906 14,362
29,867 0 29,867 Linear Technology Corporation 1,934 0 1,934
29,484 0 29,484 LSI Logic Corporation 862 0 862
316,375 0 316,375 Lucent Technologies Incorporated 9,669 0 9,669
27,150 0 27,150 Maxim Integrated Products 2,184 0 2,184
Incorporated
7,472 0 7,472 Maytag Corporation 232 0 232
53,228 0 53,228 Micron Technology Incorporated 2,448 0 2,448
18,762 0 18,762 Molex Incorporated 1,021 0 1,021
206,394 0 206,394 Motorola Incorporated 5,831 0 5,831
16,976 0 16,976 National Semiconductor Corporation 683 0 683
3,956 0 3,956 National Service Industries 77 0 77
29,171 0 29,171 Network Appliance Incorporated 3,716 0 3,716
284,132 50,000 334,132 Nortel Networks Corporation 16,924 3,719 20,643
12,550 0 12,550 Novellus Systems Incorporated 584 0 584
71,038 0 71,038 Qualcomm Incorporated 5,061 0 5,061
32,545 0 32,545 Raytheon Company Class B 925 0 925
14,250 0 14,250 Sanmina Corporation 1,334 0 1,334
15,308 0 15,308 Scientific-Atlanta Incorporated 974 0 974
39,219 0 39,219 Tellabs Incorporated 1,873 0 1,873
165,316 0 165,316 Texas Instruments Incorporated 7,801 0 7,801
5,525 0 5,525 Thomas & Betts Corporation 96 0 96
6,987 0 6,987 Whirlpool Corporation 272 0 272
30,784 0 30,784 Xilink Incorporated 2,636 0 2,636
----------------------------------------------
172,523 26,978 199,501
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
ENGINEERING, ACCOUNTING, RESEARCH,
MANAGEMENT & RELATED SERVICES
15,545 0 15,545 Dun & Bradstreet Corporation 535 0 535
7,367 0 7,367 Fluor Corporation 221 0 221
42,548 0 42,548 Halliburton Company 2,082 0 2,082
35,605 0 35,605 Paychex Incorporated 1,869 0 1,869
4,703 0 4,703 PerkinElmer Incorporated 491 0 491
11,026 0 11,026 Quintiles Transnational Corporation 176 0 176
----------------------------------------------
5,374 0 5,374
FABRICATED METAL PRODUCTS, EXCEPT
MACHINERY & TRANSPORTATION EQUIPMENT
2,893 0 2,893 Ball Corporation 92 0 92
5,768 0 5,768 Crane Company 132 0 132
12,270 0 12,270 Crown Cork & Seal Company Incorporated 131 0 131
15,196 0 15,196 Fortune Brands Incorporated 403 0 403
28,960 0 28,960 Illinois Tool Works Incorporated 1,618 0 1,618
41,047 0 41,047 Lockheed Martin Corporation 1,353 0 1,353
42,979 0 42,979 Masco Corporation 800 0 800
5,588 0 5,588 Snap-On Incorporated 132 0 132
8,451 0 8,451 Stanley Works 195 0 195
----------------------------------------------
4,856 0 4,856
FOOD & KINDRED PRODUCTS
3,553 0 3,553 Adolph Coors Company 225 0 225
86,728 0 86,728 Anheuser-Busch Companies Incorporated 3,670 0 3,670
60,625 0 60,625 Archer Daniels Midland Company 523 0 523
26,358 0 26,358 Bestfoods Incorporated 1,918 0 1,918
6,601 0 6,601 Brown-Forman Corporation 361 0 361
40,472 0 40,472 Campbell Soup Company 1,047 0 1,047
237,341 45,000 282,341 Coca-Cola Company 13,083 2,759 15,842
40,345 0 40,345 Coca-Cola Enterprises Incorporated 643 0 643
51,114 0 51,114 ConAgra Foods Incorporated 1,025 0 1,025
27,967 0 27,967 General Mills Incorporated 993 0 993
33,741 0 33,741 H J Heinz Company 1,251 0 1,251
10,272 0 10,272 Hercules Incorporated 145 0 145
13,162 0 13,162 Hershey Foods Corporation 712 0 712
38,929 0 38,929 Kellogg Company 942 0 942
138,123 67,000 205,123 PepsiCo Incorporated 6,354 3,069 9,423
12,554 0 12,554 Quaker Oats Company 993 0 993
29,466 0 29,466 Ralston Purina Group 698 0 698
83,402 0 83,402 Sara Lee Corporation 1,694 0 1,694
41,815 0 41,815 Seagram Company Limited 2,402 0 2,402
54,757 0 54,757 Unilever NV ADR 2,642 0 2,642
10,948 0 10,948 Wm Wrigley Jr Company 820 0 820
----------------------------------------------
42,141 5,828 47,969
FOOD STORES
40,653 0 40,653 Albertson's Incorporated 854 0 854
80,016 0 80,016 Kroger Company 1,805 0 1,805
13,886 0 13,886 Winn-Dixie Stores Incorporated 200 0 200
----------------------------------------------
2,859 0 2,859
FURNITURE & FIXTURES
18,812 0 18,812 Leggett & Platt 297 0 297
GENERAL MERCHANDISE STORES
10,619 0 10,619 Consolidated Stores Corporation 143 0 143
9,027 0 9,027 Dillards Incorporated 96 0 96
31,540 0 31,540 Dollar General Corporation 528 0 528
20,506 0 20,506 Federated Department Stores 536 0 536
Incorporated
25,017 0 25,017 J C Penney Company Incorporated 296 0 296
46,095 0 46,095 KMart Corporation 277 0 277
31,926 0 31,926 May Department Stores Company 654 0 654
33,783 0 33,783 Sears Roebuck & Company 1,095 0 1,095
87,398 104,000 191,398 Target Corporation 2,240 3,016 5,256
28,717 0 28,717 TJX Companies Incorporated 646 0 646
427,343 76,000 503,343 Wal-Mart Stores Incorporated 20,566 4,175 24,741
----------------------------------------------
27,077 7,191 34,268
HEALTH SERVICES
53,421 0 53,421 HCA - The Healthcare Company 1,983 0 1,983
36,884 0 36,884 HEALTHSOUTH Corporation 300 0 300
9,802 0 9,802 Manor Care Incorporated 154 0 154
30,018 0 30,018 Tenet Healthcare Corporation 1,092 0 1,092
----------------------------------------------
3,529 0 3,529
HEAVY CONSTRUCTION OTHER THAN
BUILDING CONSTRUCTION-CONTRACTORS
5,819 0 5,819 McDermott International Incorporated 64 0 64
HOME FURNITURE, FURNISHINGS &
EQUIPMENT STORES
19,645 0 19,645 Best Buy Company Incorporated 1,250 0 1,250
19,451 0 19,451 Circuit City Stores 447 0 447
17,933 0 17,933 RadioShack Corporation 1,159 0 1,159
----------------------------------------------
2,856 0 2,856
HOTELS, ROOMING HOUSES, CAMPS &
OTHER LODGING PLACES
35,333 0 35,333 Hilton Hotels Corporation 409 0 409
22,963 0 22,963 Marriott International Class A 837 0 837
----------------------------------------------
1,246 0 1,246
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
INDUSTRIAL & COMMERCIAL MACHINERY
& COMPUTER EQUIPMENT
31,162 0 31,162 Apple Computer Incorporated 802 0 802
77,466 0 77,466 Applied Materials Incorporated 4,595 0 4,595
31,646 0 31,646 Baker Hughes Incorporated 1,175 0 1,175
8,146 0 8,146 Black & Decker Corporation 278 0 278
2,156 0 2,156 Briggs & Stratton Corporation 82 0 82
33,423 0 33,423 Caterpillar Incorporated 1,128 0 1,128
676,996 97,800 774,796 Cisco Systems Incorporated 37,404 6,400 43,804
162,784 0 162,784 Compaq Computer Corporation 4,490 0 4,490
14,686 0 14,686 Comverse Technology Incorporated 1,586 0 1,586
4,012 0 4,012 Cummins Engine Company Incorporated 120 0 120
22,440 0 22,440 Deere & Company 746 0 746
246,870 67,000 313,870 Dell Computer Corporation 7,607 2,944 10,551
19,431 0 19,431 Dover Corporation 912 0 912
208,012 0 208,012 EMC Corporation 20,619 0 20,619
30,835 0 30,835 Gateway Incorporated 1,442 0 1,442
95,711 12,000 107,711 Hewlett-Packard Company 9,284 1,310 10,594
168,739 13,200 181,939 IBM Corporation 18,983 1,484 20,467
15,537 0 15,537 Ingersoll-Rand Company 526 0 526
12,379 0 12,379 Lexmark International Incorporated 464 0 464
11,832 0 11,832 Pall Corporation 236 0 236
54,079 0 54,079 Palm Incorporated 2,863 0 2,863
24,703 0 24,703 Pitney Bowes Incorporated 974 0 974
21,770 0 21,770 Seagate Technology Incorporated 1,502 0 1,502
57,166 0 57,166 Solectron Corporation 2,637 0 2,637
5,885 0 5,885 Timken Company 81 0 81
----------------------------------------------
120,536 12,138 132,674
INSURANCE AGENTS, BROKERS & SERVICE
24,528 0 24,528 AON Corporation 963 0 963
16,000 0 16,000 Humana Incorporated 172 0 172
25,869 0 25,869 Marsh & McLennan Companies 3,434 0 3,434
Incorporated
----------------------------------------------
4,569 0 4,569
INSURANCE CARRIERS
13,528 0 13,528 Aetna Incorporated 785 0 785
25,449 0 25,449 AFLAC Incorporated 1,630 0 1,630
71,420 0 71,420 Allstate Corporation 2,482 0 2,482
23,841 0 23,841 American General Corporation 1,860 0 1,860
221,675 60,000 281,675 American International Group 21,212 5,261 26,473
Incorporated
16,817 0 16,817 Chubb Corporation 1,331 0 1,331
15,437 0 15,437 CIGNA Corporation 1,612 0 1,612
15,458 0 15,458 Cincinnati Financial Corporation 549 0 549
31,252 0 31,252 Conseco Incorporated 238 0 238
20,572 0 20,572 Hartford Financial Services Group 1,500 0 1,500
9,886 0 9,886 Jefferson-Pilot Corporation 671 0 671
18,363 0 18,363 Lincoln National Corporation 884 0 884
9,412 0 9,412 Loews Corporation 785 0 785
9,430 0 9,430 MBIA Incorporated 671 0 671
10,149 0 10,149 MGIC Investment Corporation 620 0 620
6,967 0 6,967 Progressive Corporation 570 0 570
12,220 0 12,220 Safeco Corporation 333 0 333
20,286 0 20,286 St Paul Companies Incorporated 1,000 0 1,000
12,303 0 12,303 Torchmark Corporation 342 0 342
15,526 0 15,526 Unitedhealth Group Incorporated 1,533 0 1,533
23,065 0 23,065 UnumProvident Corporation 629 0 629
5,991 0 5,991 Wellpoint Health Networks 575 0 575
Incorporated
----------------------------------------------
41,812 5,261 47,073
LUMBER & WOOD PRODUCTS, EXCEPT
FURNITURE
10,047 0 10,047 Louisiana-Pacific Corporation 92 0 92
MEASURING, ANALYZING, & CONTROLLING
INSTRUMENTS; PHOTOGRAPHIC, MEDICAL &
OPTICAL GOODS
43,308 4,576 47,884 Agilent Technologies Incorporated 2,119 186 2,305
12,415 0 12,415 Allergan Incorporated 1,048 0 1,048
5,117 0 5,117 Bausch & Lomb Incorporated 199 0 199
27,791 0 27,791 Baxter International Incorporated 2,218 0 2,218
24,186 0 24,186 Becton Dickinson & Company 639 0 639
17,048 0 17,048 Biomet Incorporated 597 0 597
39,134 0 39,134 Boston Scientific Corporation 643 0 643
4,890 0 4,890 C R Bard Incorporated 207 0 207
13,583 0 13,583 Danaher Corporation 676 0 676
29,731 0 29,731 Eastman Kodak Company 1,215 0 1,215
29,413 43,000 72,413 Guidant Corporation 2,079 2,424 4,503
8,266 0 8,266 Johnson Controls Incorporated 440 0 440
17,880 0 17,880 KLA-Tencor Corporation 736 0 736
6,419 0 6,419 Mallinckrodt Incorporated 293 0 293
114,721 0 114,721 Medtronic Incorporated 5,944 0 5,944
4,449 0 4,449 Millipore Corporation 215 0 215
10,743 0 10,743 Parker-Hannifin Corporation 363 0 363
19,965 0 19,965 PE Corporation - PE Biosystems Group 2,326 0 2,326
4,341 0 4,341 Polaroid Corporation 58 0 58
8,020 0 8,020 St Jude Medical Incorporated 409 0 409
4,644 0 4,644 Tektronix Incorporated 357 0 357
16,557 0 16,557 Teradyne Incorporated 579 0 579
16,584 0 16,584 Thermo Electron Corporation 431 0 431
63,930 0 63,930 Xerox Corporation 963 0 963
----------------------------------------------
24,754 2,610 27,364
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
METAL MINING - 0.11%
37,969 0 37,969 Barrick Gold Corporation 579 0 579
15,289 0 15,289 Freeport McMoran Incorporated Class B 135 0 135
24,998 0 24,998 Homestake Mining Company 130 0 130
17,390 0 17,390 Inco Limited 280 0 280
16,143 0 16,143 Newmont Mining Corporation 274 0 274
7,591 0 7,591 Phelps Dodge Corporation 317 0 317
31,461 0 31,461 Placer Dome Incorporated 297 0 297
----------------------------------------------
2,012 0 2,012
MINING & QUARRYING OF NONMETALLIC
MINERALS, EXCEPT FUELS
9,663 0 9,663 Vulcan Materials Company 388 0 388
MISCELLANEOUS MANUFACTURING
INDUSTRIES
3,852 0 3,852 Armstrong Holdings Incorporated 46 0 46
16,559 0 16,559 Hasbro Incorporated 189 0 189
40,780 0 40,780 Mattel Incorporated 456 0 456
13,900 0 13,900 Tiffany & Company 536 0 536
161,814 47,000 208,814 Tyco International Limited 8,394 2,514 10,908
----------------------------------------------
9,621 2,514 12,135
MISCELLANEOUS RETAIL
26,960 0 26,960 Bed Bath & Beyond Incorporated 658 0 658
42,805 0 42,805 Costco Wholesale Corporation 1,496 0 1,496
37,409 0 37,409 CVS Corporation 1,733 0 1,733
3,786 0 3,786 Longs Drug Stores Incorporated 72 0 72
30,361 0 30,361 Office Depot Incorporated 237 0 237
45,734 0 45,734 Staples Incorporated 649 0 649
20,709 0 20,709 Toys R Us Incorporated 337 0 337
96,673 0 96,673 Walgreen Company 3,668 0 3,668
----------------------------------------------
8,850 0 8,850
MOTION PICTURES
126,106 0 126,106 Time Warner Incorporated 9,868 0 9,868
NONDEPOSITORY CREDIT INSTITUTIONS
127,963 69,000 196,963 American Express Company 7,774 3,911 11,685
69,815 0 69,815 Associates First Capital Corporation 2,653 0 2,653
18,820 73,000 91,820 Capital One Financial Corporation 1,319 4,280 5,599
25,250 0 25,250 CIT Group Incorporated 442 0 442
Countrywide Credit Industries
10,854 0 10,854 Incorporated 410 0 410
66,623 0 66,623 Federal Home Loan Mortgage Corporation 3,602 0 3,602
96,605 8,652 105,257 Federal National Mortgage Association 6,907 432 7,339
45,339 0 45,339 Household International Incorporated 2,567 0 2,567
81,624 0 81,624 MBNA Corporation 3,143 0 3,143
13,669 0 13,669 Providian Financial Corporation 1,736 0 1,736
15,045 0 15,045 USA Education Incorporated 725 0 725
----------------------------------------------
31,278 8,623 39,901
OIL & GAS EXTRACTION
23,280 0 23,280 Anadarko Petroleum Corporation 1,547 0 1,547
10,971 0 10,971 Apache Corporation 649 0 649
20,607 0 20,607 Burlington Resources Incorporated 759 0 759
12,100 0 12,100 Devon Energy Corporation 728 0 728
70,178 0 70,178 Enron Corporation 6,149 0 6,149
8,980 0 8,980 Kerr-McGee Corporation 595 0 595
35,327 0 35,327 Occidental Petroleum Corporation 771 0 771
8,990 0 8,990 Rowan Companies Incorporated 261 0 261
54,533 0 54,533 Schlumberger Limited 4,489 0 4,489
20,155 0 20,155 Transocean Sedco Forex Incorporated 1,182 0 1,182
29,847 0 29,847 USX-Marathon Group Incorporated 847 0 847
----------------------------------------------
17,977 0 17,977
PAPER & ALLIED PRODUCTS
10,740 0 10,740 Avery Dennison Corporation 498 0 498
5,061 0 5,061 Bemis Company Incorporated 163 0 163
5,445 0 5,445 Boise Cascade Corporation 145 0 145
19,776 0 19,776 Fort James Corporation 604 0 604
16,399 0 16,399 Georgia-Pacific Group 385 0 385
46,302 0 46,302 International Paper Company 1,328 0 1,328
52,129 0 52,129 Kimberly-Clark Corporation 2,909 0 2,909
9,828 0 9,828 Mead Corporation 230 0 230
Minnesota Mining and Manufacturing
37,957 0 37,957 Company 3,459 0 3,459
16,213 0 16,213 Pactiv Corporation 181 0 181
2,749 0 2,749 Potlatch Corporation 87 0 87
5,050 0 5,050 Temple-Inland Incorporated 191 0 191
9,608 0 9,608 Westvaco Corporation 256 0 256
21,928 0 21,928 Weyerhaeuser Company 885 0 885
10,611 0 10,611 Willamette Industries Incorporated 297 0 297
----------------------------------------------
11,618 0 11,618
PERSONAL SERVICES
9,403 0 9,403 H&R Block Incorporated 348 0 348
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
PETROLEUM REFINING & RELATED
INDUSTRIES
8,661 0 8,661 Amerada Hess Corporation 580 0 580
6,740 0 6,740 Ashland Incorporated 227 0 227
62,538 0 62,538 Chevron Corporation 5,331 0 5,331
20,486 0 20,486 Coastal Corporation 1,519 0 1,519
59,849 0 59,849 Conoco Incorporated Class B 1,612 0 1,612
333,686 67,683 401,369 Exxon Mobil Corporation 29,740 5,415 35,155
24,336 0 24,336 Phillips Petroleum Company 1,527 0 1,527
Royal Dutch Petroleum Company
205,554 0 205,554 NY Shares ADR 12,320 0 12,320
8,462 0 8,462 Sunoco Incorporated 228 0 228
52,970 42,000 94,970 Texaco Incorporated 2,781 2,076 4,857
13,895 0 13,895 Tosco Corporation 433 0 433
23,269 0 23,269 Unocal Corporation 825 0 825
----------------------------------------------
57,123 7,491 64,614
PRIMARY METAL INDUSTRIES
20,934 0 20,934 Alcan Aluminum Limited 606 0 606
82,844 0 82,844 Alcoa Incorporated 2,097 0 2,097
8,029 0 8,029 Allegheny Technologies Incorporated 146 0 146
12,633 0 12,633 Bethlehem Steel Corporation 38 0 38
12,239 0 12,239 Engelhard Corporation 199 0 199
8,137 0 8,137 Nucor Corporation 245 0 245
8,452 0 8,452 USX-US Steel Group Incorporated 128 0 128
8,245 0 8,245 Worthington Industries Incorporated 77 0 77
----------------------------------------------
3,536 0 3,536
PRINTING, PUBLISHING & ALLIED
INDUSTRIES
6,145 0 6,145 American Greetings Corporation 108 0 108
8,463 0 8,463 Dow Jones & Company Incorporated 512 0 512
25,592 0 25,592 Gannett Company Incorporated 1,356 0 1,356
6,849 0 6,849 Harcourt General Incorporated 404 0 404
7,412 0 7,412 Knight-Ridder Incorporated 377 0 377
18,686 40,000 58,686 McGraw-Hill Companies Incorporated 1,188 2,378 3,566
4,906 0 4,906 Meredith Corporation 145 0 145
16,318 0 16,318 New York Times Company 642 0 642
11,695 0 11,695 R R Donnelley & Sons Company 287 0 287
29,541 0 29,541 Tribune Company 1,289 0 1,289
145,651 0 145,651 Viacom Incorporated Class B 8,521 0 8,521
----------------------------------------------
14,829 2,378 17,207
RAILROAD TRANSPORTATION
40,333 0 40,333 Burlington Northern Santa Fe
Corporation 870 0 870
20,905 0 20,905 CSX Corporation 456 0 456
36,745 0 36,745 Norfolk Southern Corporation 537 0 537
23,759 0 23,759 Union Pacific Corporation 924 0 924
----------------------------------------------
2,787 0 2,787
RUBBER & MISCELLANEOUS PLASTICS
PRODUCTS
7,057 0 7,057 Cooper Tire & Rubber Company 71 0 71
15,015 0 15,015 Goodyear Tire & Rubber Company 270 0 270
25,576 0 25,576 Newell Rubbermaid Incorporated 583 0 583
26,234 0 26,234 Nike Incorporated Class B 1,051 0 1,051
5,445 0 5,445 Reebok International Limited 102 0 102
8,002 0 8,002 Sealed Air Corporation 362 0 362
5,491 0 5,491 Tupperware Corporation 99 0 99
----------------------------------------------
2,538 0 2,538
SECURITY & COMMODITY BROKERS,
DEALERS, EXCHANGES & SERVICES
10,607 0 10,607 Bear Stearns Companies Incorporated 668 0 668
130,539 0 130,539 Charles Schwab Corporation 4,634 0 4,634
23,364 0 23,364 Franklin Resources Incorporated 1,038 0 1,038
11,600 0 11,600 Lehman Brothers Holding Incorporated 1,714 0 1,714
75,298 0 75,298 Merrill Lynch & Company Incorporated 4,970 0 4,970
107,931 50,000 157,931 Morgan Stanley Dean Witter & Company 9,869 4,563 14,432
13,978 0 13,978 Paine Webber Group Incorporated 952 0 952
21,334 0 21,334 Stilwell Financial Incorporated 928 0 928
11,595 0 11,595 T Rowe Price Associates 544 0 544
---------------------------------------------
25,317 4,563 29,880
STONE, CLAY, GLASS & CONCRETE
PRODUCTS
28,177 0 28,177 Corning Incorporated 8,369 0 8,369
14,071 0 14,071 Owens-Illinois Incorporated 130 0 130
----------------------------------------------
8,499 0 8,499
TEXTILE MILL PRODUCTS
3,152 0 3,152 Russell Corporation 50 0 50
1,747 0 1,747 Springs Industries Incorporated Class A 49 0 49
----------------------------------------------
99 0 99
TOBACCO PRODUCTS
216,798 0 216,798 Philip Morris Companies Incorporated 6,382 0 6,382
15,580 0 15,580 UST Incorporated 356 0 356
----------------------------------------------
6,738 0 6,738
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
TRANSPORTATION BY AIR
14,363 0 14,363 AMR Corporation 469 0 469
11,722 0 11,722 Delta Airlines Incorporated 520 0 520
27,760 0 27,760 Fedex Corporation 1,231 0 1,231
47,570 0 47,570 Southwest Airlines Company 1,154 0 1,154
6,435 0 6,435 US Airways Group Incorporated 196 0 196
----------------------------------------------
3,570 0 3,570
TRANSPORTATION EQUIPMENT
9,772 0 9,772 B F Goodrich Company 383 0 383
86,410 0 86,410 Boeing Company 5,444 0 5,444
8,476 0 8,476 Brunswick Corporation 155 0 155
14,623 0 14,623 Dana Corporation 314 0 314
53,959 0 53,959 Delphi Automotive Systems Corporation 816 0 816
179,745 0 179,745 Ford Motor Company 4,550 0 4,550
19,284 0 19,284 General Dynamics Corporation 1,211 0 1,211
51,255 0 51,255 General Motors Corporation 3,332 0 3,332
29,060 0 29,060 Harley-Davidson Incorporated 1,391 0 1,391
76,491 0 76,491 Honeywell International Incorporated 2,725 0 2,725
8,425 0 8,425 ITT Industries Incorporated 273 0 273
5,977 0 5,977 Navistar International Corporation 179 0 179
6,655 0 6,655 Northrop Grumman Corporation 605 0 605
7,374 0 7,374 PACCAR Incorporated 273 0 273
18,067 0 18,067 Rockwell International Corporation 547 0 547
13,849 0 13,849 Textron Incorporated 639 0 639
11,808 0 11,808 TRW Incorporated 480 0 480
45,082 0 45,082 United Technologies Corporation 3,122 0 3,122
----------------------------------------------
26,439 0 26,439
TRANSPORTATION SERVICES
12,369 0 12,369 Sabre Holdings Corporation 358 0 358
WATER TRANSPORTATION
57,960 0 57,960 Carnival Corporation 1,427 0 1,427
WHOLESALE TRADE-DURABLE GOODS
16,976 0 16,976 Genuine Parts Company 324 0 324
12,447 0 12,447 Visteon Corporation 188 0 188
8,969 0 8,969 W W Grainger Incorporated 236 0 236
----------------------------------------------
748 0 748
WHOLESALE TRADE-NONDURABLE GOODS
26,419 0 26,419 Cardinal Health Incorporated 2,330 0 2,330
47,602 0 47,602 Safeway Incorporated 2,222 0 2,222
12,618 0 12,618 Supervalu Incorporated 190 0 190
31,940 0 31,940 Sysco Corporation 1,479 0 1,479
----------------------------------------------
6,221 0 6,221
TOTAL COMMON STOCK 1,208,057 147,588 1,355,645
</TABLE>
<TABLE>
<CAPTION>
Interest Maturity
Principal (000's) CORPORATE BONDS Rate Date
---------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BANKS
0 1,500 1,500 Banc One 7.25 08/01/2002 0 1,498 1,498
0 2,000 2,000 Bank of America, MTN 7.13 05/12/2005 0 1,970 1,970
0 2,000 2,000 Chase Manhatten 6.50 01/15/2009 0 1,857 1,857
0 2,000 2,000 First Union 7.50 07/15/2006 0 1,967 1,967
0 7,292 7,292
ENTERTAINMENT
0 2,255 2,255 Walt Disney 5.13 12/15/2003 0 2,117 2,117
FINANCE
0 1,500 1,500 Aetna Services 7.13 08/15/2006 0 1,431 1,431
0 1,000 1,000 Ford Motor Credit 6.25 11/08/2000 0 997 997
0 1,500 1,500 Safeco 6.88 07/15/2007 0 1,397 1,397
----------------------------------------------
0 3,825 3,825
FOOD, BEVERAGE &
TOBACCO
0 2,000 2,000 Philip Morris 7.25 09/15/2001 0 1,975 1,975
0 1,000 1,000 Seagram 6.50 04/01/2003 0 977 977
----------------------------------------------
0 2,952 2,952
RETAIL
0 2,000 2,000 Albertson's 6.95 08/01/2009 0 1,902 1,902
TELEPHONE &
TELECOMMUNICATIONS
Lucent
0 2,000 2,000 Technologies 7.25 07/15/2006 0 2,010 2,010
TRANSPORTATION
0 2,000 2,000 U.S. Freightways 8.50 04/15/2010 0 2,002 2,002
TOTAL CORPORATE
BONDS 0 22,100 22,100
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
MORTGAGE-BACKED
SECURITIES
American Southwest
Financial Securities,
Series 1996-FHA1,
0 591 591 Cl A2 7.00 11/25/2038 0 581 581
Donaldson Lufkin
Jenrette Mortgage
Acceptance, Series
0 1,200 1,200 1997-CF1, Cl A1B (A) 7.60 04/15/2007 0 1,206 1,206
General Motors
Acceptance, Commercial
0 2,000 2,000 Mortgage Securities, 6.18 05/15/2033 0 1,828 1,828
Series 1999-C1, Cl A2
----------------------------------------------
0 3,615 3,615
U.S. GOVERNMENT
AGENCY OBLIGATIONS
0 2,500 2,500 FHLB 7.25 05/15/2003 0 2,519 2,519
0 2,000 2,000 FHLB 6.25 08/13/2004 0 1,947 1,947
0 2,000 2,000 FHLMC 6.45 04/29/2009 0 1,865 1,865
0 1,000 1,000 FHLMC 7.63 09/09/2009 0 981 981
0 2,000 2,000 FNMA 6.50 08/15/2004 0 1,966 1,966
0 2,000 2,000 FNMA 7.13 02/15/2005 0 2,010 2,010
0 2,500 2,500 FNMA 6.00 05/15/2008 0 2,336 2,336
----------------------------------------------
0 13,624 13,624
U.S. TREASURY
SECURITIES
U.S. TREASURY BILLS
33,272 0 33,272 U.S. Treasury Bills 6.05 10/12/2000 33,219 0 33,219
26,096 0 26,096 U.S. Treasury Bills 5.94 11/2/2000 25,964 0 25,964
14,791 0 14,791 U.S. Treasury Bills 6.08 11/9/2000 14,698 0 14,698
20,120 0 20,120 U.S. Treasury Bills 5.97 12/7/2000 19,898 0 19,898
100 0 100 U.S. Treasury Bills 5.96 12/21/2000 99 0 99
----------------------------------------------
93,878 0 93,878
U.S. TREASURY NOTES
0 2,500 2,500 U.S. Treasury Notes 7.75 02/15/2001 0 2,518 2,518
0 2,500 2,500 U.S. Treasury Notes 7.88 08/15/2001 0 2,536 2,536
0 2,500 2,500 U.S. Treasury Notes 7.50 05/15/2002 0 2,547 2,547
0 3,000 3,000 U.S. Treasury Notes 5.50 03/31/2003 0 2,938 2,938
0 2,500 2,500 U.S. Treasury Notes 7.25 05/15/2004 0 2,581 2,581
0 2,500 2,500 U.S. Treasury Notes 7.88 11/15/2004 0 2,650 2,650
0 3,000 3,000 U.S. Treasury Notes 6.63 05/15/2007 0 3,072 3,072
0 3,000 3,000 U.S. Treasury Notes 5.50 02/15/2008 0 2,881 2,881
0 3,000 3,000 U.S. Treasury Notes 4.75 11/15/2008 0 2,732 2,732
----------------------------------------------
0 24,455 24,455
U.S. TREASURY BONDS
19,360 0 19,360 U.S. Treasury Bonds 7.88 2/15/2021 23,280 0 23,280
18,965 0 18,965 U.S. Treasury Bonds 8.13 5/15/2021 23,375 0 23,375
18,990 0 18,990 U.S. Treasury Bonds 8.13 8/15/2021 23,435 0 23,435
62,210 0 62,210 U.S. Treasury Bonds 8.00 11/15/2021 75,993 0 75,993
18,300 0 18,300 U.S. Treasury Bonds 7.25 8/15/2022 20,799 0 20,799
16,635 0 16,635 U.S. Treasury Bonds 7.63 11/15/2022 19,650 0 19,650
29,615 0 29,615 U.S. Treasury Bonds 7.13 2/15/2023 33,261 0 33,261
43,045 0 43,045 U.S. Treasury Bonds 6.25 8/15/2023 43,838 0 43,838
18,535 0 18,535 U.S. Treasury Bonds 7.50 11/15/2024 21,813 0 21,813
20,180 0 20,180 U.S. Treasury Bonds 7.63 2/15/2025 24,090 0 24,090
20,530 0 20,530 U.S. Treasury Bonds 6.88 8/15/2025 22,596 0 22,596
22,425 0 22,425 U.S. Treasury Bonds 6.00 2/15/2026 22,215 0 22,215
18,380 0 18,380 U.S. Treasury Bonds 6.75 8/15/2026 19,994 0 19,994
19,250 0 19,250 U.S. Treasury Bonds 6.50 11/15/2026 20,321 0 20,321
18,790 0 18,790 U.S. Treasury Bonds 6.63 2/15/2027 20,140 0 20,140
17,380 0 17,380 U.S. Treasury Bonds 6.38 8/15/2027 18,091 0 18,091
37,480 0 37,480 U.S. Treasury Bonds 6.13 11/15/2027 37,785 0 37,785
17,150 0 17,150 U.S. Treasury Bonds 5.50 8/15/2028 15,917 0 15,917
19,450 0 19,450 U.S. Treasury Bonds 5.25 11/15/2028 17,420 0 17,420
18,700 0 18,700 U.S. Treasury Bonds 5.25 2/15/2029 16,795 0 16,795
18,950 0 18,950 U.S. Treasury Bonds 6.13 8/15/2029 19,353 0 19,353
45,100 0 45,100 U.S. Treasury Bonds 6.25 5/15/2030 47,411 0 47,411
----------------------------------------------
587,572 0 587,572
TOTAL U.S. TREASURY
SECURITIES 681,450 24,455 705,905
SHORT-TERM INVESTMENTS
SEI Daily Income Trust
0 1,785,920 1,785,920 Money Market Portfolio 0 1,786 1,786
TOTAL INVESTMENTS,
at MARKET VALUE $ 1,889,507 $ 213,168 $2,102,675
==============================================
TOTAL INVESTMENTS, at COST $ 1,612,895 $ 162,994 $1,775,889
==============================================
</TABLE>
Note - As of September 30, 2000, the Wells Fargo Asset Allocation Fund held 2
long S&P 500 Index futures contracts with a notional contract value of $726,850
and unrealized depreciation of $(42,925).
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX FREE FUND
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
As of June 30, 2000 (Note 1) (Unaudited)
($000's)
<TABLE>
<CAPTION>
Achievement Achievement
Wells Fargo Municipal Bond Idaho Municipal Pro Forma Pro Forma
National TF Fund Fund Bond Fund Adjustments Combined
---------------- -------------- --------------- ----------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value
(see cost below) $ 331,748 $ 68,866 $ 30,975 $ 431,589
Cash 1 0 0 1
Receivables:
Interest 5,214 967 419 6,600
Fund shares sold 426 46 37 509
Prepaid expenses and other assets 23 0 45 68
Total Assets 337,412 69,879 31,476 438,767
LIABILITIES
Payables:
Investment securities purchased 2,000 0 123 2,123
Distributions to shareholders 1,251 302 0 1,553
Fund shares redeemed 238 4 17 259
Due to distributor 15 0 0 15
Due to advisor and affiliates 156 0 0 156
Other 329 0 0 329
Total Liabilities 3,989 306 140 4,435
TOTAL NET ASSETS $ 333,423 $ 69,573 $ 31,336 $ 434,332
Net assets consist of:
Paid-in capital $ 354,182 $ 73,269 $ 31,970 (9)(2) $ 459,412
Undistributed net investment
income (loss) (62) 0 (9) 9 (2) (62)
Undistributed net realized
gain (loss) on investments (22,713) (714) 47 (23,380)
Net unrealized appreciation
(depreciation) of investments 2,016 (2,982) (672) (1,638)
TOTAL NET ASSETS $ 333,423 $ 69,573 $ 31,336 $ 434,332
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 64,859 $ 4,445 $ 8,136 $ 77,440
Shares outstanding - Class A 6,670 464 794 36 (3) 7,964
Net asset value per share - Class A $ 9.72 $ 9.58 $ 10.25 $ 9.72
Maximum offering price per share -
Class A $ 10.18 $ 9.98 $ 10.68 $ 10.18
Net assets - Class B $ 18,366 $ 2,118 $ 1,657 $ 22,141
Shares outstanding - Class B 1,889 221 161 6 (3) 2,277
Net asset value and offering price
per share - Class B $ 9.72 $ 9.58 $ 10.26 $ 9.72
Net assets - Class C $ 5,572 $ 5,572
Shares outstanding - Class C $ 573 573
Net asset value and offering price
per share - Class C $ 9.73 $ 9.73
Net assets - Institutional Class $ 244,626 $ 63,010 $ 21,543 $ 329,179
Shares outstanding - Institutional
Class 25,144 6,577 2,106 8 (3) 33,835
Net asset value and offering price
per share - Institutional Class $ 9.73 $ 9.58 $ 10.23 $ 9.73
INVESTMENT AT COST $ 329,732 $ 71,848 $ 31,647 $ 433,227
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The information presented for the Achievement Municipal Bond and Idaho
Municipal Bond Funds is as of July 31, 2000, the Funds' latest semi-annual
reporting date. Based on the Funds' low portfolio turnover rates and stable
asset sizes, Management believes the information presented is representative
of the Funds' balance sheets and portfolio holdings as of June 30, 2000.
(2) To reclass to paid-in capital the accumulated net investment loss of the
Achievement Idaho Municipal Bond Fund, because it cannot be carried over to
the Wells Fargo National Tax-Free Fund.
(3) Share adjustments based on surviving Fund NAV.
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX FREE FUND
PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended June 30, 2000 (Note 1) (Unaudited)
($000's)
<TABLE>
<CAPTION>
Achievement Achievement
Wells Fargo Municipal Bond Idaho Municipal Pro Forma
National TF Fund Fund Bond Fund Adjustments Pro Forma Combined
---------------- -------------- --------------- ------------ --------------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 21,940 $ 4,261 $ 1,845 $ 28,046
Total Investment Income 21,940 4,261 1,845 28,046
EXPENSES
Advisory fees 1,525 430 204 (458) (2) 1,701
Administration fees 468 144 81 (55) (2) 638
Custody fees 64 50 * 48 * (77) (2) 85
Shareholder servicing fees 148 0 0 77 (2) 225
Portfolio accounting fees 91 0 0 20 (2) 111
Transfer agency fees 361 0 0 73 (2) 434
Distribution fees 168 36 ** 43 ** (45) (2) 202
Legal and audit fees 31 14 7 (13) (2) 39
Registration fees 73 14 4 (3) (2) 88
Directors' fees 6 7 3 (10) (2) 6
Shareholder reports 51 11 7 (8) (2) 61
Other 62 6 3 0 (2) 71
Total Expenses 3,048 712 400 (499) 3,661
Less:
Waived fees and reimbursed
expenses fees (637) (141) (105) 156 (2) (727)
Net expenses 2,411 571 295 (343) 2,934
NET INVESTMENT INCOME (LOSS) 19,529 3,690 1,550 343 25,112
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain (loss) on sale
of investments (19,915) (640) 128 (20,427)
Net change in unrealized
appreciation or depreciation of
investments 1,543 (1,954) (783) (1,194)
Net Gain (Loss) on Investments (18,372) (2,594) (655) (21,621)
NET INCREASE(DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 1,157 $ 1,096 $ 895 343 $ 3,491
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Includes transfer agency fees
** Includes shareholder servicing fees
(1) The information presented for the Achievement Municipal Bond and Idaho
Municipal Bond Funds is for the year ended July 31, 2000, the Funds' latest
semi-annual reporting date. Based on the Funds' stable portfolios and level
fee/expense structures, Management believes the information presented is
representative of the Funds' statements of operations for the twelve months
ended June 30, 2000.
(2) 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 - NATIONAL TAX-FREE FUND
PRO FORMA PORTFOLIO OF INVESTMENTS
As of June 30, 2000 (Unaudited)
<TABLE>
<CAPTION>
Principal ($000's) Market Value ($000's)
--------------------------------------------- -------------------------------
WF Achieve- AF
WF National ment Idaho Pro
National Achievement AF Idaho Pro Tax- Muni- Muni- Forma
Tax-Free Municipal Municipal Forma Coupon Maturity Free cipal cipal com-
Fund Fund Fund Combined Security Description Rate Date Fund Fund Fund bined
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MUNICIPAL BONDS
ALABAMA
Alabama State Public School & 0
College Authority Capital
$ 3,680 $ 0 $ 0 $ 3,680 Improvement Revenue 4.25 11/1/2018 $3,001 $ 0 $ 0 $ 3,001
Alabama State Housing Finance
Authority RB, Collateral Home
Mortgage Project, Series B,
0 100 0 100 AMT,GNMA/FNMA/FHLMC 6.10 10/01/2020 0 100 0 100
------------------------------------------------------
3,001 100 0 3,101
ALASKA
Alaska State Housing Finance RB,
0 370 0 370 General Meeting, Series A, MBIA, GOC 6.10 12/01/2037 0 372 0 372
Alaska State Housing Finance RB,
0 500 0 500 Housing Development, Series A, GOC 5.70 12/01/2029 0 479 0 479
Alaska State Housing Finance RB, 0 0
Veterans Mortgage Project, 1st 5.40 12/01/2023 0 258 0 258
0 275 0 275 Series, GNMA/FNMA/FHLMC
Alaska State Student Loan RB, Series
0 400 0 400 A, AMBAC, GOC, AMT 5.75 07/01/2014 0 400 0 400
Valdez, Marine Terminal RB, BP
0 1,000 0 1,000 Pipelines Project, Series A 5.85 08/01/2025 0 984 0 984
Valdez, Marine Terminal RB, BP
0 1,000 0 1,000 Pipelines Project, Series B 5.50 10/01/2028 0 935 0 935
Valdez, Marine Terminal RB, Mobil
0 1,000 0 1,000 Alaska Pipeline Project 5.75 11/01/2028 0 974 0 974
------------------------------------------------------
0 4,402 0 4,402
ARIZONA
Maricopa County AZ IDA Educational
Revenue Arizona Charter Schools
1,250 0 0 1,250 Project Series A 6.75 7/1/2029 1,217 0 0 1,217
Maricopa County AZ Union School
3,000 0 0 3,000 District #48 GO School Improvements 9.00 7/1/2005 3,557 0 0 3,557
Maricopa, Elementary School District
# 068 GO, School Improvement
0 500 0 500 Project, AMBAC 5.10 07/01/2011 0 502 0 502
Maricopa, Industrial Development
Authority RB, Catholic Healthcare
0 400 0 400 West Project, Series A 5.00 07/01/2016 0 331 0 331
------------------------------------------------------
4,774 833 0 5,607
ARKANSAS
1,545 0 0 1,545 Matanuska-Susitna Boro AK 4.50 3/1/2017 1,314 0 0 1,314
Independence, Pollution Control RB,
0 500 0 500 Power & Light Project 6.25 01/01/2021 0 494 0 494
------------------------------------------------------
1,314 494 0 1,808
CALIFORNIA
Los Angeles CA Community
Redevelopment Agency Housing Revenue
1,525 0 0 1,525 Series A 8.20 12/1/2013 1,633 0 0 1,633
Monterey Hills Redevelopment Project
Metropolitan Water District Southern
California Waterworks Revenue Series
6,900 0 0 6,900 Project+/- 6.54 8/10/2018 7,211 0 0 7,211
Student Education Loan Marketing
Corporation CA Student Loan Revenue
Junior Subordinates Series IV-D1
1,000 0 0 1,000 Guaranteed by Student Loans 5.88 1/1/2018 891 0 0 891
0 500 0 500 California State Tri-City Hospital 5.63 02/15/2017 0 505 0 505
District RB, Series A, MBIA
0 160 0 160 Los Angeles, Wastewater System RB, 5.88 06/01/2024 162 0 162
Series A, MBIA 0
0 720 0 720 Northern California Power Agency RB, 7.50 07/01/2021 888 0 888
Public Power Project, AMBAC, 0
Pre-refunded @ 100 (A)
0 130 0 130 Sacramento, Municipal Utility 5.75 05/15/2022 0 131 0 131
District RB, Series E, MBIA-IBC
0 280 0 280 San Francisco, Airport Improvement 8.00 07/01/2013 0 336 0 336
RB, United Airlines, ETM
0 120 0 120 San Francisco, City & County RB, 7.13 10/01/2016 0 124 0 124
Series A, GNMA
------------------------------------------------------
9,735 2,146 0 11,881
COLORADO
1,420 0 0 1,420 Adams County CO SFMR Series A2 8.70 6/1/2012 1,460 0 0 1,460
1,750 0 0 1,750 Arapahoe County CO Utilities Revenue 6.25 12/1/2020 1,714 0 0 1,714
Water & Wastewater Authority Revenue
1,950 0 0 1,950 Black Hawk CO Business Improvements 7.00 12/1/2011 2,007 0 0 2,007
District Special Assessment Series
H981
1,000 0 0 1,000 Colorado HFA GO Series A 7.40 5/1/2011 1,043 0 0 1,043
1,120 0 0 1,120 Colorado HFA SFMR Series A2 7.15 11/1/2014 1,196 0 0 1,196
1,330 0 0 1,330 Colorado HFA SFMR Series B2 7.50 12/1/2016 1,398 0 0 1,398
1,470 0 0 1,470 Colorado HFA SFMR Series C 7.90 12/1/2024 1,561 0 0 1,561
1,210 0 0 1,210 Colorado HFA SFMR Series D1 8.00 12/1/2024 1,288 0 0 1,288
Remarketed 7/15/1994
805 0 0 805 Colorado HFA SFMR Series D2 8.13 6/1/2025 859 0 0 859
Remarketed 11/15/1994
1,000 0 0 1,000 Colorado HFFA Revenue Hospital 5.75 9/15/2022 819 0 0 819
Steamboat Springs Health
1,000 0 0 1,000 Colorado HFFA Revenue Steamboat 5.70 9/15/2023 810 0 0 810
Springs Health Project
5,200 0 0 5,200 Denver CO Urban Renewal Authority 9.13 9/1/2017 5,933 0 0 5,933
Tax Increment Revenue Remarketed
6/15/94
3,500 0 0 3,500 El Paso County CO GO School 7.10 12/1/2017 4,130 0 0 4,130
District #11 Colorado Springs
195 0 0 195 Logan County CO SFMR Series A 8.50 11/1/2011 203 0 0 203
960 0 0 960 Northern Metropolitan District CO 6.50 12/1/2016 941 0 0 941
Adams County
410 0 0 410 Vail CO SFMR Series 1992 A 8.13 6/1/2010 438 0 0 438
0 100 0 100 Colorado State Board of Agriculture 8.25 05/01/2003 0 101 0 101
RB, University of Southern Colorado
Sports Project
0 200 0 200 Colorado State Educational & 7.00 11/01/2029 0 199 0 199
Cultural Facilities Authority RB,
Core Knowledge Project
0 500 0 500 Denver, City & County Airport RB, 5.50 11/15/2025 0 487 0 487
Series E, MBIA
Denver, City & County RB, The Boston
0 500 0 500 Lofts Project, Series A, FHA, AMT 5.75 10/01/2027 0 482 0 482
Denver, City & County School
0 500 0 500 District # 1 GO, FGIC 5.25 12/01/2017 0 486 0 486
Summit, Sports Facilities RB,
0 420 0 420 Keystone Resorts Project 7.38 08/01/2010 0 469 0 469
------------------------------------------------------
25,800 2,224 0 28,024
CONNECTICUT
Connecticut State HFA Housing
40 0 0 40 Mortgage Finance Program Series B4 7.30 11/15/2003 40 0 0 40
Connecticut State Health &
0 115 0 115 Educational Facilities Authority RB, 6.00 07/01/2024 0 117 0 117
New Britain General Hospital, Series
B, AMBAC, GOI
Connecticut State Health &
0 155 0 155 Educational Facilities Authority RB,
Trinity College Project, Series E,
MBIA 5.88 07/01/2026 0 157 0 157
Waterbury, Housing Authority RB,
0 500 0 500 Section 8 Project, Series A, GNMA 5.85 02/01/2037 0 494 0 494
------------------------------------------------------
40 768 0 808
FLORIDA
85 0 0 85 Brevard County FL HFA SFMR Series B 7.00 3/1/2013 87 0 0 87
0 505 0 505 Boynton Beach, Multi-Family Housing 6.45 01/01/2027 0 521 0 521
RB, Clipper Cove Apartments
0 500 0 500 Florida State Housing Finance Agency 5.90 02/01/2030 0 492 0 492
RB, Glen Oaks Apartment Project,
FNMA, AMT
0 100 0 100 Florida State University Housing 5.88 05/01/2014 0 103 0 103
Facility RB, MBIA
------------------------------------------------------
87 1,116 0 1,203
GEORGIA
Atlanta GA Water & Wastewater
3,500 1,000 0 4,500 Revenue Series A FGIC Insured 5.50 11/1/2022 3,442 990 0 4,432
Houston County GA Development
1,500 0 0 1,500 Authority MFHR Emerald Coast Housing 7.00 8/1/2028 1,306 0 1,306
Series A
Atlanta, Airport Authority RB,
0 1,000 0 1,000 Series A, FGIC 5.60 01/01/2030 0 987 0 987
Fulton, Housing Authority RB,
0 500 0 500 Multi-Family Housing, Concorde Place 6.90 07/01/2008 0 564 0 564
Apartments Project, Series C, AMT,
Prerefunded @ 100 (A)
Georgia State Housing & Finance
0 265 0 265 Authority RB, Homeownership 6.50 12/01/2011 0 276 0 276
Opportunity Program, Series C, FHA,
GOA
Georgia State Housing & Finance
0 485 0 485 Authority RB, Single Family 5.85 12/01/2028 0 474 0 474
Mortgage, Subseries B2, AMT
Smyra, Hospital Authority RB,
0 500 0 500 Ridgeview Institute Project 6.00 11/01/2028 0 406 0 406
------------------------------------------------------
4,748 3,697 0 8,445
HAWAII
6,950 0 0 6,950 Hawaii State Department of Budget &
Finance Special Purpose Revenue The 5.75 7/1/2026 6,349 0 0 6,349
Queens Health Systems Series A
0 500 0 500 Hawaii State Housing Finance &
Development RB, Series A, FNMA, AMT 5.75 07/01/2030 0 479 0 479
------------------------------------------------------
6,349 479 0 6,828
IDAHO
900 0 0 900 Idaho Housing Agency SFMR Series C2 6.35 7/1/2015 919 0 0 919
Prerefunded 1/1/05 @102
1,000 0 0 1,000 Idaho State Building Authority 4.75 9/1/2025 855 0 0 855
Building Revenue Series A MBIA
Insured
470 0 0 470 Pocatello ID IDA Revenue Allocation 7.25 12/1/2008 475 0 0 475
Tax Increment Series B
0 0 1,075 1,075 Ada & Canyon Counties, Joint School 5.50 07/30/2015 0 0 1,094 1,094
District # 2 GO
0 0 500 500 Ada & Canyon Counties, Joint School 5.50 07/30/2016 0 0 505 505
District # 2 GO
0 0 120 120 Ammon, Urban Renewal Agency, Series 6.00 08/01/2006 0 0 125 125
B, Pre-refunded @ 100, LOC (A)
0 0 500 500 Bannock County, School District # 25 5.25 08/01/2015 0 0 498 498
GO, FGIC
0 0 560 560 Bingham County, School District # 5.65 08/01/2015 0 0 570 570
055 GO, MBIA
0 0 135 135 Blackfoot, Wastewater Treatment 5.80 09/01/2018 0 0 140 140
Plant Facilities Project COP, AMBAC
0 0 115 115 Blackfoot, Wastewater Treatment 5.85 09/01/2019 0 0 119 119
Plant Facilities Project COP, AMBAC
0 0 500 500 Boise, Urban Renewal RB, Ada County 5.90 08/15/2029 0 0 509 509
Courts, AMBAC
0 0 500 500 Boise Airport COP, Package Facility 5.40 08/01/2011 0 0 507 507
Project, Series A, AMBAC
0 0 365 365 Boise, Urban Renewal, Tax Increment 5.10 09/01/2014 0 0 361 361
Capital City Development Project, FSA
0 0 385 385 Boise, Urban Renewal, Tax Increment 5.15 09/01/2015 0 0 381 381
Capital City Development Project, FSA
0 0 1,000 1,000 Boise State University RB, FSA 5.00 04/01/2023 0 0 929 929
0 0 160 160 Boise State University RB, Student 5.25 04/01/2017 0 0 159 159
Union & Housing System Project, MBIA
0 0 1,000 1,000 Boise, Independent School District GO 5.50 07/30/2016 0 0 1,002 1,002
0 0 500 500 Bonneville & Bingham, School 5.75 07/30/2007 0 0 527 527
District # 93 GO, Series A, FGIC
0 0 500 500 Bonneville & Bingham, School 5.50 07/30/2010 0 0 519 519
District # 93 GO, Series A, FGIC
0 0 590 590 Bonneville GO, FSA 5.50 08/01/2016 0 0 596 596
0 0 400 400 Canyon, School District # 132 GO, FSA 5.40 07/30/2012 0 0 409 409
0 0 470 470 Canyon, School District # 132 GO, FSA 5.45 07/30/2014 0 0 477 477
0 0 900 900 Canyon, School District # 132 GO, FSA 5.45 07/30/2015 0 0 909 909
0 0 500 500 Cassia & Twin Falls, Joint School 5.38 08/01/2014 0 0 506 506
District # 151 GO, FGIC
0 0 1,000 1,000 Cassia & Twin Falls, Joint School 5.38 08/01/2016 0 0 1,002 1,002
District # 151 GO, FGIC
0 0 250 250 Elks, Health Facility Authority RB, 5.00 07/15/2008 0 0 225 225
Rehabilitation Hospital Project
0 0 500 500 Elks, Health Facility Authority RB, 5.13 07/15/2013 0 0 418 418
Rehabilitation Hospital Project
0 0 715 715 Elks, Health Facility Authority RB, 5.45 07/15/2023 0 0 560 560
Rehabilitation Hospital Project
0 0 100 100 Elmore, School District # 193 GO, 5.00 07/31/2010 0 0 101 101
AMBAC
0 0 125 125 Fremont & Madison, School District # 5.60 08/01/2014 0 0 127 127
215 GO, FSA
0 0 765 765 Fremont & Madison, School District # 5.60 08/01/2015 0 0 776 776
215 GO, FSA
0 0 130 130 Gooding & Lincoln, Joint School 6.25 02/01/2004 0 0 137 137
District # 231 GO, FSA, Pre-refunded
@ 100 (A)
0 0 100 100 Idaho State Building Authority RB, 5.60 09/01/2005 0 0 103 103
Series C, MBIA
0 0 1,150 1,150 Idaho State Building Authority RB, 5.00 09/01/2021 0 0 1,055 1,055
Series A, MBIA
0 0 250 250 Idaho State Health Facility 5.25 05/01/2014 0 0 218 218
Authority RB, Bannock Regional
Medical Project
0 0 500 500 Idaho State Health Facility 5.25 12/01/2014 0 0 497 497
Authority RB, Holy Cross Health
Systems, MBIA
0 0 500 500 Idaho State Health Facility 5.00 12/01/2018 0 0 467 467
Authority RB, Holy Cross Health
Systems, MBIA
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0 0 40 40 Idaho State Health Facility 5.00 12/01/2028 0 0 35 35
Authority RB, Holy Cross Health
Systems, MBIA
0 0 150 150 Idaho State Health Facility 6.65 02/15/2021 0 0 171 171
Authority RB, IHC Hospital Project,
ETM
0 0 200 200 Idaho State Health Facility 5.63 12/01/2013 0 0 204 204
Authority RB, Magic Valley Regional
Medical Center, AMBAC
0 0 130 130 Idaho State Health Facility 6.20 11/15/2002 0 0 137 137
Authority RB, Mercy Medical Center
Project, Pre-refunded @102 (A)
0 0 100 100 Idaho State Health Facility 6.10 12/01/2007 0 0 105 105
Authority RB, St. Alphonsus Regional
Medical Center Project, Pre-refunded
@102 (A)
0 0 960 960 Idaho State Housing & Finance 6.15 01/01/2028 0 0 964 964
Authority RB, Single Family
Mortgage, Series H-2, FHA AMT
0 0 365 365 Idaho State Housing & Finance 4.95 07/01/2011 0 0 352 352
Authority RB, Single Family
Mortgage, Series E-2
0 0 485 485 Idaho State Housing & Finance 5.20 07/01/2020 0 0 444 444
Authority RB, Single Family
Mortgage, Series I-2, FHA AMT
0 0 500 500 Idaho State University RB, Student 4.90 04/01/2017 0 0 464 464
Facility Fee, MBIA
0 0 865 865 Idaho State University RB, Student 6.50 04/01/2015 0 0 948 948
Facility Fee, Recreation Center
Project, FSA
0 0 500 500 Idaho State Water Resource Board RB, 6.20 05/01/2020 0 0 503 503
Pooled Loan Program, Series A
0 0 240 240 Jefferson, School District # 253 5.50 08/01/2015 0 0 244 244
GO, MBIA
0 0 290 290 Jerome, Lincoln & Gooding GO, School 5.00 07/31/2012 0 0 290 290
District # 2, FSA
0 0 170 170 Kootenai, School District #273 GO, 5.00 07/30/2017 0 0 163 163
AMBAC
0 0 250 250 Lewis-Clark State College, College 5.20 04/01/2017 0 0 245 245
Facilities RB, MBIA
0 0 420 420 Madison GO, FSA 5.40 08/01/2015 0 0 423 423
0 0 250 250 Madison, Memorial Hospital Board 5.00 12/01/2018 0 0 227 227
COP, Asset Guaranty
0 0 215 215 McCall, Water RB, Parity Lien, FSA 5.75 03/01/2007 0 0 226 226
0 0 500 500 McCall, Water RB, Parity Lien, FSA 5.85 03/01/2016 0 0 512 512
0 0 290 290 Meridian, Free Library District GO, 5.00 08/01/2015 0 0 283 283
FSA
0 545 1,000 1,545 Nez Perce, Pollution Control RB, 6.00 10/01/2024 0 515 945 1,460
Potlatch Corporation Project
0 0 375 375 Oneida, School District # 351 GO, 5.00 07/31/2015 0 0 364 364
MBIA
0 0 365 365 Payette, School District # 372 GO, 6.25 07/30/2010 0 0 407 407
AMBAC
0 0 100 100 Payette, School District # 372 GO, 6.75 07/31/2003 0 0 106 106
Asset Guaranty, Pre-refunded @ 100
(A)
0 0 500 500 Southern Idaho Regional Solid Waste 5.45 11/01/2013 0 0 506 506
Project COP LOC
0 0 400 400 Teton, School District # 401 GO, FSA 5.50 08/01/2010 0 0 415 415
0 0 145 145 Twin Falls & Cassia, Joint School 5.45 08/01/2015 0 0 146 146
District # 418 GO, MBIA
0 0 400 400 Twin Falls, School District # 413 5.25 07/30/2013 0 0 403 403
GO, Cl A, AMBAC
0 0 420 420 Twin Falls, School District # 413 5.25 07/30/2014 0 0 422 422
GO, Cl A, AMBAC
0 0 195 195 Twin Falls, School District # 415 5.50 08/01/2015 0 0 195 195
GO, Asset Guaranty
0 0 200 200 University of Idaho, Student Fee RB, 5.85 04/01/2011 0 0 209 209
FSA
0 0 500 500 University of Idaho, Student Fee RB, 6.00 04/01/2026 0 0 511 511
Kibbie & Enroll Project, Series D,
FSA
0 0 500 500 University of Idaho, Student Fee RB, 5.65 04/01/2022 0 0 507 507
University Commons Project, MBIA
0 465 0 465 Idaho State Health Facilities 6.13 05/01/2025 0 423 0 423
Authority RB, Bannock Regional
Medical Center Project
------------------------------------------------------
2,249 938 28,604 31,791
ILLINOIS
Illinois Development Finance
35,000 0 0 35,000 Authority Retirement Housing Revenue 5.92 7/15/2023 7,615 0 0 7,615
Regency Park Series
A
Illinois Development Finance
1,000 0 0 1,000 Authority Revenue Community 5.70 7/1/2019 839 0 0 839
Rehabilitation Providers Series A
Illinois Development Financial
950 0 0 950 Authority Revenue Community 7.88 7/1/2020 850 0 0 850
Rehabilitation Providers Series A
Illinois Development Financial
1,735 0 0 1,735 Authority Revenue Community 7.88 7/1/2020 1,975 0 0 1,975
Rehabilitation Providers Series A
Illinois Development Finance
1,120 0 0 1,120 Authority Revenue Community 5.65 7/1/2019 934 0 0 934
Rehabilitation Providers Series C
Illinois Educational Facilities
4,940 0 0 4,940 Authority Revenue Capital 5.99 7/1/2014 2,066 0 0 2,066
Appreciation
Refunded
Illinois HFFA Revenue Edgewater
1,120 0 0 1,120 Medical Center Series A 9.25 7/1/2024 1,294 0 0 1,294
Illinois HFFA Revenue Healthcare
4,500 0 0 4,500 System 6.25 11/15/2029 4,241 0 0 4,241
Lake County, IL, Community Unit
1,025 0 0 1,025 School District #116 Educational 7.60 2/1/2013 1,234 0 0 1,234
Facilities Revenue Rund Lake
Regional Transportation Authority IL
7,350 0 0 7,350 Sales Tax Revenue Series D FGIC 7.75 6/1/2019 9,144 0 0 9,144
Insured
Bryant, Pollution Control RB,
0 1,000 0 1,000 Central Illinois Light Project 5.90 08/01/2023 0 950 0 950
Chicago, Board of Education GO,
0 500 0 500 School Reform Board, Series A, FGIC 5.50 12/01/2026 0 483 0 483
Chicago, Multi-Family Housing RB,
0 500 0 500 Bryne Mawr/Belle Project, GNMA, AMT 6.13 06/01/2039 0 507 0 507
Illinois State Health Facilities
0 520 0 520 Authority RB, Holy Cross Hospital 6.25 03/01/2004 0 522 0 522
Project, GOH
Illinois State Housing Development
0 235 0 235 Authority RB, Multi-Family Housing, 7.00 07/01/2017 0 236 0 236
HUD
Illinois State, Sales Tax RB, Series
0 1,255 0 1,255 P 6.50 06/15/2022 0 1,368 0 1,368
Jackson and Williamson GO, AMBAC
0 500 0 500 6.25 12/01/2015 0 531 0 531
Rockford, Mortgage Authority RB,
0 1,000 0 1,000 Faust Landmark Apartments, Series A, 6.75 01/01/2018 0 1,059 0 1,059
MBIA, AMT, HUD
-----------------------------------------------------
30,192 5,656 0 35,848
INDIANA
Hammod, Multi-School Building RB,
0 720 0 720 First Mortgage Project, State Aid 6.13 07/15/2019 0 741 0 741
Witholding
Indiana State Toll Financial
0 25 0 25 Authority RB 6.00 07/01/2013 0 25 0 25
Indianapolis, Local Public
0 290 0 290 Improvement RB, Series B 6.00 01/10/2020 0 306 0 306
Petersburg, Pollution Control RB,
0 105 0 105 Indianapolis Power & Light Project 6.63 12/01/2024 0 107 0 107
-----------------------------------------------------
0 1,179 0 1,179
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
IOWA
Iowa Finance Authority SFMR Mortgage
1,225 0 0 1,225 Backed Securities Program Series B 6.95 7/1/2024 1,275 0 0 1,275
Iowa Finance Authority SFMR Series B 7.45 7/1/2023 191 0 0 191
185 0 0 185 Iowa City, Sewer RB, MBIA 5.75 07/01/2021 0 1,006 0 1,006
0 1,000 0 1,000 Iowa State Finance Authority RB,
0 475 0 475 Series F, GNMA/FNMA 5.70 01/01/2027 464 0 464
Iowa State Hospital Facility RB,
0 200 0 200 Sisters of Mercy Health Project, 6.25 02/15/2022 204 0 204
Series N, FSA
-----------------------------------------------------
1,466 1,674 0 3,140
KANSAS
3,175 0 0 3,175 Kansas State DOT Highway Revenue 7.25 9/1/2008 3,649 0 0 3,649
Series A
3,755 0 0 3,755 Sedgwick & Shawnee Counties KS SFMR 6.70 6/1/2029 4,086 0 0 4,086
Mortgage Backed Securities Series A2
Collateralized by GNMA
-----------------------------------------------------
7,735 0 0 7,735
KENTUCKY
0 500 0 500 Kentucky State Economic Development 5.88 10/01/2022 0 338 0 338
Finance RB, Appalachian Hospital
System
0 100 0 100 University of Louisville, 5.88 05/01/2011 0 103 0 103
Consolidated Educational Building,
School Board Guaranty RB, Series H
-----------------------------------------------------
0 441 0 441
LOUISIANA
Louisiana Public Facilities
235 0 0 235 Authority Revenue Student Loan LA 6.85 1/1/2009 244 0 0 244
Opportunity Loans Series A
Louisiana Stadium & Exposition
2,000 0 0 2,000 District Hotel Occupancy Tax & 4.75 7/1/2021 1,717 0 0 1,717
Stadium Revenue
Rapides Parish LA Housing & Mortgage
5,000 0 0 5,000 Finance Authority Capital 7.45 7/10/2014 1,882 0 0 1,882
Appreciation Revenue Series C
St. Bernard Parish LA Housing
2,900 0 0 2,900 Mortgage Authority SFMR Series 1992 C 7.65 7/10/2014 1,026 0 0 1,026
Louisiana State, Stadium &
0 1,000 0 1,000 Exposition District RB, Series B, 5.00 07/01/2026 0 890 0 890
FGIC
-----------------------------------------------------
4,869 890 0 5,759
MAINE
Maine State Housing Authority RB,
0 1,000 0 1,000 Series D2, AMT 5.90 11/15/2025 0 984 0 984
MASSACHUSETTS
Massachusetts Bay Transportation
5,325 0 0 5,325 Authority General Transportation 6.20 3/1/2016 5,765 0 0 5,765
System Revenue Series B
Massachusetts EDFA Revenue Series C
4,490 0 0 4,490 MBIA Insured 4.80 12/1/2010 4,233 0 0 4,233
Massachusetts State College Building
2,500 0 0 2,500 Authority Educational Facilities 7.50 5/1/2014 3,006 0 0 3,006
Revenue Series A
Massachusetts State Development
2,235 0 0 2,235 Finance Agency Resource Recovery 5.30 12/1/2014 1,939 0 0 1,939
Revenue Ogden Haverhill Project
Series B
Massachusetts State Health &
2,500 0 0 2,500 Educational Facilities Authority 5.70 7/1/2015 2,107 0 0 2,107
Revenue Caritas Christi Obligations
Group A
Massachusetts State HFA Residential
1,000 0 0 1,000 Development FNMA Collateralized 6.90 11/15/2021 1,047 0 0 1,047
Massachusetts State HFA SFMR Series
750 0 0 750 26 5.60 6/1/2025 696 0 0 696
Massachusetts State Turnpike
10,000 0 0 10,000 Authority Metropolitan Highway 4.75 1/1/2034 8,266 0 0 8,266
System Revenue Series A
New Bedford MA IDA Revenue Aerovox
380 0 0 380 Incorporated Project Series 1982 7.42 7/1/2002 382 0 0 382
Massachusetts State Health &
0 200 0 200 Education Authority RB, 5.88 07/01/2018 0 208 0 208
Melrose-Wakefield Hospital, Series
B, GOH, ETM
Massachusetts State Water Pollution
0 400 0 400 Authority RB, MWRA Project, 6.00 08/01/2023 0 410 0 410
Subseries A
-----------------------------------------------------
27,441 618 0 28,059
MICHIGAN
2,990 0 0 2,990 Michigan State HFFA Revenue Henry
Ford Health System Series A 6.00 11/15/2019 2,916 0 0 2,916
2,760 0 0 2,760 Wayland MI USD GO FGIC Insured
8.00 5/1/2010 3,373 0 0 3,373
-----------------------------------------------------
6,289 0 0 6,289
MINNESOTA
Austin MN Housing & Redevelopment
500 0 0 500 Authority Governmental Housing Gross 7.25 1/1/2032 503 0 0 503
Revenue Courtyard Residence Project
Series A
Minneapolis St. Paul MN Housing
290 0 0 290 Finance Board SFMR Phase IX 7.30 8/1/2031 296 0 0 296
Minneapolis & St. Paul, Housing &
0 500 0 500 Redevelopment Authority RB, Group 6.90 10/15/2022 0 503 0 503
Health Plan Project
-----------------------------------------------------
799 503 0 1,302
MISSOURI
0 500 0 500 Boone, Public Water Supply RB, 5.50 05/01/2029 0 450 0 450
District # 07
0 200 0 200 Springfield, Public Building 5.90 11/01/2014 0 209 0 209
Leasehold RB, Parks Department
Improvement Project, FSA
Total Missouri
0 659 0 659
NEBRASKA
Lincoln-Lancaster, Public Building
0 150 0 150 Commission RB, Tax Supported Lease 6.00 10/15/2026 0 153 0 153
Rental, GOC
Total Nebraska
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NEVADA
2,000 0 0 2,000 Clark County NV IDR Nevada Power 5.90 11/1/2032 1,717 0 0 1,717
Company Project Series A
0 180 0 180 Nevada State Housing Division RB, 6.50 10/01/2016 0 185 0 185
Single Family Program, Series C-1,
FHA
0 280 0 280 Nevada State Housing Division RB, 6.25 10/01/2016 0 286 0 286
Multi-Unit Housing, Saratoga Palms,
AMT, FNMA
-----------------------------------------------------
1,717 471 0 2,188
NEW HAMPSHIRE
0 1,170 0 1,170 New Hampshire State Higher 5.80 11/01/2027 0 1,052 0 1,052
Educational & Health Facilities
Authority RB, Androscoggin Valley
Hospital
NEW JERSEY
1,570 0 0 1,570 New Jersey Health Care Facilities 6.50 7/1/2009 1,546 0 0 1,546
Financing Authority Revenue
Englewood Hospital & Medical Center
1,250 0 0 1,250 New Jersey State Housing & Mortgage 7.00 5/1/2030 1,301 0 0 1,301
Finance Agency MFHR Presidential
Plaza FHA Insured
0 140 0 140 New Jersey State Health Care 7.25 07/01/2027 0 124 0 124
Facility Financing Authority RB,
Raritan Bay Center
-----------------------------------------------------
2,847 124 0 2,971
NEW MEXICO
3,040 0 0 3,040 Bernalillo County NM Gross Receipts 5.20 4/1/2021 2,876 0 0 2,876
Tax Revenue Bonds
1,475 0 0 1,475 Bernalillo County NM Gross Receipts 5.25 4/1/2027 1,390 0 0 1,390
Tax Revenue Bonds
3,500 0 0 3,500 Bernalillo County NM Gross Receipts 5.70 4/1/2027 3,508 0 0 3,508
Tax Revenue Bonds Series B
2,000 0 0 2,000 Farmington NM PCR Public Service 6.38 4/1/2022 1,891 0 0 1,891
Company San Juan Project Series D
690 0 0 690 Hobbs NM SFMR 8.75 7/1/2011 748 0 0 748
6,585 0 0 6,585 Santa Fe County NM Correctional 6.00 2/1/2027 6,836 0 0 6,836
Systems Revenue FSA Insured
0 375 0 375 Carlsbad, Multi-Family Housing RB, 7.38 08/01/2027 0 368 0 368
Colonial Hillcrest
0 430 0 430 Southeastern New Mexico Affordable 7.25 12/01/2027 0 399 0 399
Housing RB, Casa Hermosa Apartments
-----------------------------------------------------
17,249 767 0 18,016
NEW YORK
2,400 0 0 2,400 New York NY City Transitional 4.75 5/1/2023 2,053 0 0 2,053
Finance Authority Revenue
1,480 0 0 1,480 New York NY GO Series B1 Prerefunded 7.30 8/15/2010 1,635 0 0 1,635
8/15/04 @ 101
1,340 0 0 1,340 New York NY GO Series B1 Prerefunded 7.38 8/15/2013 1,484 0 0 1,484
8/15/04 @ 101
0 1,000 0 1,000 New York State Dormitory Authority 6.10 02/01/2037 0 1,006 0 1,006
RB, Menorah Campus, FHA
0 280 0 280 New York State Local Government 6.00 04/01/2024 0 286 0 286
Assistance RB, Series A, GOC
0 100 0 100 New York State Medical Care 6.50 08/15/2004 0 109 0 109
Facilities RB, Series E, MBIA,
Pre-refunded @ 102 (A)
0 1,000 0 1,000 New York State Metropolitan 5.63 07/01/2027 0 971 0 971
Transportation Authority RB, Series
C1
0 270 0 270 New York State Unrefunded Balance 6.00 08/01/2026 0 274 0 274
GO, Series E
0 485 0 485 Newark-Wayne, Community Hospital RB, 7.60 09/01/2015 0 493 0 493
Series A, GOH
0 500 0 500 United Nations Development RB, 5.60 07/01/2026 0 482 0 482
Series B, GOC
-----------------------------------------------------
5,172 3,621 0 8,793
NORTH CAROLINA
4,000 0 0 4,000 North Carolina Eastern Municipal 5.70 1/1/2017 3,705 0 0 3,705
Power Revenue Series B
0 375 0 375 North Carolina State Eastern 4.00 01/01/2018 0 313 0 313
Municipal Power Agency RB, Series A,
ETM
0 1,000 0 1,000 North Carolina State Eastern 6.00 01/01/2022 0 1,059 0 1,059
Municipal Power Agency RB, Series A,
Pre-refunded @ 100 (A)
0 500 0 500 North Carolina State Medical Care 4.75 10/01/2026 0 414 0 414
Commission RB, Firsthealth of the
Carolinas
0 500 0 500 North Carolina State Municipal Power 6.00 01/01/2020 0 487 0 487
Agency RB, Series B
-----------------------------------------------------
3,705 2,273 0 5,978
NORTH DAKOTA
0 255 0 255 Fargo, Multi-Family Housing RB 7.13 02/01/2026 0 237 0 237
0 260 0 260 North Dakota State Housing Finance 5.95 07/01/2017 0 262 0 262
Agency RB, Home Mortgage, Series C,
AMT
0 335 0 335 North Dakota State Housing Finance 6.10 07/01/2028 0 335 0 335
Agency RB, Home Mortgage, Series C,
AMT
-----------------------------------------------------
0 834 0 834
OHIO
2,000 0 0 2,000 Pike County OH Hospital Facilities 7.00 7/1/2022 1,836 0 0 1,836
Revenue Pike Health Services
Incorporated Project
0 500 0 500 Butler, Hospital Facilities RB, 5.00 11/15/2028 0 398 0 398
Middletown Hospital
0 1,000 0 1,000 Erie, Franciscan Service RB, 6.00 01/01/2013 0 986 0 986
Providence Hospital
0 250 0 250 Johnstown, Waterworks System RB 6.00 12/01/2017 0 242 0 242
0 600 0 600 Mason, Tax Increment Financing 5.30 12/01/2018 0 541 0 541
Authority, J. W. Harris Development
Ltd. Project, LOC
0 76 0 76 Montgomery, Special Assessment GO, 6.00 12/01/2017 0 77 0 77
Montgomery Woods Project
0 500 0 500 Oak Hills, Local School District GO, 5.70 12/01/2025 0 495 0 495
Series A
0 400 0 400 Perrysburg, School District GO, 5.35 12/01/2025 0 378 0 378
Exempt Village School District
-----------------------------------------------------
1,836 3,117 0 4,953
OKLAHOMA
200 0 0 200 Pryor Creek OK, EDA Mortgage Revenue 7.13 7/1/2021 202 0 0 202
Series A
365 0 0 365 Tulsa County OK HFA Mortgage Revenue 7.55 5/1/2023 373 0 0 373
GNMA Collateralized Series B
405 0 0 405 Tulsa County OK HFA Mortgage Revenue 7.10 6/1/2022 414 0 0 414
GNMA Collateralized Series C
1,245 0 0 1,245 Tulsa OK IDA Revenue University of 6.00 10/1/2016 1,321 0 0 1,321
Tulsa Series A MBIA Insured
-----------------------------------------------------
2,310 0 0 2,310
OREGON
1,500 0 0 1,500 Klamath Falls OR Electric Revenue 5.88 1/1/2016 1,343 0 0 1,343
Lien-Klamath Cogen
8,500 0 0 8,500 Klamath Falls OR Electric Revenue 6.00 1/1/2025 7,475 0 0 7,475
Lien-Klamath Cogen Project
1,000 0 0 1,000 Oregon State Health Housing 5.25 10/1/2016 781 0 0 781
Educational & Cultural Facilities
Authority
2,000 0 0 2,000 Washington County OR Housing 6.13 7/1/2029 1,811 0 0 1,811
Authority Revenue Affordable Housing
Pool Series A
0 500 0 500 Lane, School District # 52, School 5.63 06/15/2020 0 501 0 501
Board Guaranty GO
0 500 0 500 Oregon State Economic Development 5.70 12/01/2025 0 442 0 442
RB, Pacific Corporation Project,
Series 183, AMT
-----------------------------------------------------
11,410 943 0 12,353
PENNSYLVANIA
2,000 0 0 2,000 Carbon County PA Industrial 6.70 5/1/2012 2,002 0 0 2,002
Development Authority Revenue
Panther Creek Partners Project
2,250 0 0 2,250 Chester County PA Health & Education 5.38 5/15/2027 1,885 0 0 1,885
Facilities Authority Revenue
Jefferson Health System Series B
4,230 0 0 4,230 Cumberland County PA Municipal 6.80 11/15/2023 3,854 0 0 3,854
Authority Revenue Carlisle Hospital
& Health
1,375 0 0 1,375 Montgomery County PA Higher 6.60 7/1/2010 1,351 0 0 1,351
Education & Health Authority Revenue
Montgomery Hospital Medical Center
Project Series B
500 0 0 500 Pennsylvania State Higher Education 7.05 10/1/2016 536 0 0 536
Assistance Agency Student Loan
Revenue Series A AMBAC Insured
6,000 0 0 6,000 Pennsylvania State Higher Education 7.60 3/1/2022 6,120 0 0 6,120
Assistance Agency Student Loan
Revenue Series A AMBAC Insured+/-
4,500 0 0 4,500 Philadelphia PA School District GO 4.50 4/1/2023 3,702 0 0 3,702
Series A MBIA Insured
0 500 0 500 Allegheny, Hospital Development 5.75 05/15/2017 0 413 0 413
Authority RB, St Francis Medical
Center Project
0 500 0 500 Allentown, Hospital Authority RB, 6.75 11/15/2014 0 493 0 493
Sacred Heart Hospital of Allentown
0 500 0 500 Dauphin, General Authority Office 6.00 01/15/2025 0 446 0 446
RB, Office & Packaging Project,
Series A
0 500 0 500 Delaware, Hospital Authority RB, 6.00 12/15/2020 0 431 0 431
Crozer-Chester Medical Center
0 100 0 100 Pennsylvania State GO 9.00 10/01/2000 0 101 0 101
0 750 0 750 Pennsylvania State Housing Finance 6.88 10/01/2024 0 778 0 778
Agency RB, Single Family Mortgage,
Series 39B, AMT
0 1,250 0 1,250 Pennsylvania State Housing Finance 5.80 10/01/2029 0 1,214 0 1,214
Agency RB, Single Family Mortgage,
Series 59A, GOA, AMT
0 500 0 500 Scranton-Lackawanna, Health & 6.25 07/01/2020 0 431 0 431
Welfare Authority RB, Moses Taylor
Hospital Project
0 500 0 500 Warren, Hospital Authority RB, 6.90 04/01/2011 0 504 0 504
Warren General Hospital Project,
Series A, GOH
0 500 0 500 Washington, Hospital Authority RB, 7.35 06/01/2003 0 499 0 499
Canonsburg General Hospital Project,
Pre-refunded @ 102 (A)
-----------------------------------------------------
19,450 5,310 0 24,760
PUERTO RICO
0 0 735 735 Puerto Rico Commonwealth Highway & 6.25 07/01/2016 0 0 823 823
Transportation Authority Highway RB,
Series Z, FSA
0 0 400 400 Puerto Rico Commonwealth Highway & 6.25 07/01/2013 0 0 446 446
Transportation Authority Highway RB,
Series Z, MBIA
0 0 500 500 Puerto Rico Commonwealth Highway & 6.25 07/01/2014 0 0 558 558
Transportation Authority Highway RB,
Series Y, FSA
0 0 250 250 Puerto Rico Commonwealth Highway & 5.50 07/01/2026 0 0 249 249
Transportation Authority Highway RB,
Series Y, MBIA
-----------------------------------------------------
0 0 2,076 2,076
RHODE ISLAND
0 325 0 325 Rhode Island Depositors Economic 6.38 08/01/2022 0 357 0 357
Protection Corporation, Special
Obligation RB, Series A, ETM
0 150 0 150 Rhode Island State, Convention 5.75 05/15/2020 0 151 0 151
Center Authority RB, Series A, AMBAC
0 1,000 0 1,000 Rhode Island State Housing & 5.95 04/01/2029 0 986 0 986
Mortgage Finance RB, Series 23, AMT
------------------------------
0 1,494 0 1,494
SOUTH CAROLINA
8,800 0 0 8,800 Connector 2000 Association 5.73 1/1/2017 2,466 0 0 2,466
Incorporated SC Toll Road Revenue
Southern Connector Project Series
B
9,100 0 0 9,100 Connector 2000 Association 5.75 1/1/2018 2,349 0 0 2,349
Incorporated SC Toll Road Revenue
Southern Connector Project Series B
9,400 0 0 9,400 Connector 2000 Association 5.75 1/1/2019 2,245 0 0 2,245
Incorporated SC Toll Road Revenue
Southern Connector Project Series
B
1,000 0 0 1,000 Loris SC Community Hospital District 5.63 1/1/2029 805 0 0 805
Hospital Revenue Series B South
Carolina State Connector 2000
Association RB, Toll Road
0 500 0 500 Project, (B) 5.85 + 01/01/2031 0 49 0 49
0 1,000 0 1,000 University of South Carolina RB, MBIA 5.75 06/01/2026 0 1,003 0 1,003
-------------------------------
7,865 1,052 0 8,917
SOUTH DAKOTA
3,500 0 0 3,500 South Dakota State HEFA Revenue 7.30 4/1/2016 3,545 0 0 3,545
Huron Regional Medical Center
0 500 0 500 South Dakota State Health & 7.25 04/01/2020 0 508 0 508
Education Facilities RB, Huron
Regional Medical Center -------------------------------
3,545 508 0 4,053
TENNESSEE
14,250 0 0 14,250 Metropolitan Governments of 5.72 6/1/2021 3,468 0 0 3,468
Nashville & Davidson County TN
Health & Educational Facilities
Revenue Volunteer Health Care
0 500 0 500 Nashville & Davidson Counties, 5.00 08/01/2012 0 474 0 474
Health & Education Facility RB,
Open Arms Development Center -------------------------------
3,468 474 0 3,942
TEXAS
320 0 0 320 Baytown TX Housing Finance 8.50 9/1/2011 354 0 0 354
Corporation SFMR Series 1992 A
1,535 0 0 1,535 Beaumont TX Housing Finance 9.20 3/1/2012 1,729 0 0 1,729
Corporation Revenue Brazos
River Authority TX Utilities
2,900 0 0 2,900 Revenue Houston Industries 5.13 5/1/2019 2,665 0 0 2,665
Incorporated Project Series A
2,000 0 0 2,000 Columbia & Brazoria TX Independent 4.75 2/1/2025 1,697 0 0 1,697
School District GO PSFG Insured
1,145 0 0 1,145 Corpus ChristiTX HFA Housing Revenue 7.70 7/1/2011 1,210 0 0 1,210
Series A MBIA Insured
2,150 0 0 2,150 Cypress Fairbanks TX Independent 4.75 2/15/2022 1,843 0 0 1,843
School District PSFG Insured
2,395 0 0 2,395 Desoto TX Housing Finance 7.00 2/1/2025 2,633 0 0 2,633
Corporation MFHR Windsor Foundation
Project Series A
180 0 0 180 El Paso TX Housing Finance 8.75 10/1/2011 197 0 0 197
Corporation SFMR Series A
2,000 0 0 2,000 Fort Bend TX Independent School 5.38 2/15/2024 1,891 0 0 1,891
District Public School Financed
Insured
220 0 0 220 Galveston County TX Property Finance 8.50 9/1/2011 237 0 0 237
Authority Incorporated SFMR Series A
1,300 0 0 1,300 Grape Creek-Pulliam TX Independent 7.25 5/15/2021 1,374 0 0 1,374
School District Public Facilities
Corporation GO
1,115 0 0 1,115 Harlandale TX Independent School 5.50 10/15/2012 1,069 0 0 1,069
District Public Facilities
Corporation Lease Revenue
Educational Facilities Revenue
3,690 0 0 3,690 Houston TX Housing Finance 8.00 6/1/2014 3,927 0 0 3,927
Corporation SFMR Series A-1
2,250 0 0 2,250 Houston TX Housing Finance 8.00 6/1/2014 2,418 0 0 2,418
Corporation SFMR Series B-1
1,000 0 0 1,000 La Porte TX GO Independent School 4.25 2/15/2018 820 0 0 820
District PSFG Insured
1,000 0 0 1,000 La Porte TX GO Independent School 4.25 2/15/2019 810 0 0 810
District PSFG Insured
3,075 0 0 3,075 Lufkin TX Health Facilities 6.88 2/15/2026 2,842 0 0 2,842
Development Corporation Health
System Revenue Memorial Health
System of East Texas
1,005 0 0 1,005 Port Arthur TX Housing Finance 8.70 3/1/2012 1,101 0 0 1,101
Corporation SFMR
4,180 0 0 4,180 San Antonio TX Higher Education 7.13 11/1/2015 4,398 0 0 4,398
Authority Incorporated Educational
Facilities Revenue
2,200 0 0 2,200 Texas State Department of Housing & 8.10 9/1/2015 2,392 0 0 2,392
Community Affairs SFMR Series A
1,040 0 0 1,040 Texas State PFA Building Revenue 4.50 2/1/2017 886 0 0 886
State Preservation Board Series A
AMBAC Insured
295 0 0 295 Travis County TX Housing Finance 7.00 12/1/2011 303 0 0 303
Corporation Residential Mortgage
Revenue GNMA/FNMA Mortgage Backed
Securities Series A
0 500 0 500 Beaumont, Multi-Family Housing RB, 6.45 06/15/2022 0 506 0 506
Park Shadows Project, FNMA
0 325 0 325 Carroll, Independent School District 6.75 08/15/2020 0 371 0 371
GO, PSFG
0 700 0 700 Denison, Hospital Authority 6.13 08/15/2017 0 586 0 586
RB,Texoma Medical Center Project
0 500 0 500 Harris County, Industrial 6.95 02/01/2022 0 516 0 516
Development RB, Gatx Terminals
Project
0 200 0 200 Socorro, Independent School District 5.75 02/15/2021 0 210 0 210
GO
0 160 0 160 Texarkana, Health Facilities RB, 6.00 10/01/2017 0 168 0 168
Wadley Regional Medical Center,
Series B, MBIA
---------------------------------
36,796 2,357 0 39,153
UTAH
1,450 410 0 1,860 Salt Lake County UT EDFA Revenue 5.75 10/1/2027 1,313 383 0 1,696
Westminster College Project
1,100 0 0 1,100 Utah State Board Regents Student 6.70 11/1/2015 1,140 0 0 1,140
Loan Revenue Amortized Series H
500 0 0 500 Utah State Board Regents Student 7.45 11/1/2008 515 0 0 515
Loan Revenue Series F
5 0 0 5 Utah State HFA SFMR Series D2 6.45 1/1/2011 5 0 0 5
11,500 0 0 11,500 Weber County UT Hospital Revenue IHC 5.00 8/15/2030 9,835 0 0 9,835
Health Service Incorporated AMBAC
Insured
0 500 0 500 Provo City, Housing Authority RB, 5.80 07/20/2022 0 492 0 492
Lookout Pointe Apartments, GNMA
0 275 0 275 Salt Lake City, Metropolitan Water 4.10 08/01/2004 0 247 0 247
Division RB, FGIC
0 250 0 250 Utah State Building Ownership 5.50 05/15/2019 0 250 0 250
Authority Lease RB, Student
Facilities Master Lease, Series C,
FSA
0 75 0 75 Utah State Housing Finance Agency 6.80 01/01/2012 0 78 0 78
RB, Single Family Mortgage, FHA
0 1,000 0 1,000 Weber County, Municipal Building 5.75 12/15/2019 0 1,004 0 1,004
Authority RB, MBIA
-------------------------------
12,808 2,454 0 15,262
VERMONT
0 365 0 365 Vermont State Housing Finance Agency 6.00 05/01/2037 0 364 0 364
RB, Series 9, MBIA, AMT
0 900 0 900 Vermont State Student Assistance 6.70 12/15/2012 0 946 0 946
Financing RB, Series B, FSA, AMT
-------------------------------
0 1,310 0 1,310
VIRGINIA
3,000 0 0 3,000 Fairfax County VA Redevelopment & 7.60 10/1/2036 3,105 0 0 3,105
Housing Authority MFHR Burke Shire
Commons
0 1,000 0 1,000 Chesapeake Bay Bridge and Tunnel 5.50 07/01/2025 0 995 0 995
Commission RB, General Resolution,
MBIA
-------------------------------
3,105 995 0 4,100
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WASHINGTON
1,748 0 0 1,748 Kitsap County WA Housing Authority 7.10 8/20/2016 1,947 0 0 1,947
Revenue MFHR Bonds Low Income
Housing Collaterized by GNMA
6,205 0 0 6,205 Port Longview WA Revenue Series A 5.00 12/1/2014 5,567 0 0 5,567
1,100 0 0 1,100 Vancouver WA Housing Authority 5.65 3/1/2031 930 0 0 930
Revenue Springbrook Square
2,750 0 0 2,750 Washington Public Power Supply 6.00 7/1/2007 2,894 0 0 2,894
System Power Revenue Nuclear
Project #2 Series A
4,000 0 0 4,000 Washington State Housing Finance 5.25 7/1/2002 3,990 0 0 3,990
Commission Nonprofit Housing Revenue
Ocean Ridge Apartments Project
Series A
1,145 0 0 1,145 Washington State Housing Finance 7.10 7/1/2022 1,169 0 0 1,169
Commission SFMR GNMA/FNMA
Collateralized Series E
2,000 0 0 2,000 Washington State Public Power Supply 5.13 7/1/2018 1,830 0 0 1,830
System Power Revenue Nuclear Project
#2 Series A
4,980 0 0 4,980 Washington State University 5.38 6/1/2029 4,626 0 0 4,626
Washington Education Lease Revenue
4225 Roosevelt Project Series A
3,000 0 0 3,000 Yakima County WA School District 6.75 12/1/2006 3,301 0 0 3,301
#007 GO MBIA Insured
0 500 0 500 Clark County, School District # 98 6.15 12/01/2015 0 528 0 528
GO, MBIA
0 110 0 110 King County GO, MBIA 6.13 01/01/2033 0 112 0 112
0 820 0 820 Pilchuck, State Development RB, 6.00 08/01/2023 0 781 0 781
Tramco Project, AMT
0 1,000 0 1,000 Seattle, Low Income Housing 7.40 11/20/2036 0 1,111 0 1,111
Assistance Authority RB, Kin On
Project, GNMA
0 500 0 500 Seattle, Water Systems RB, Series B, 6.00 07/01/2029 0 509 0 509
FGIC
0 220 0 220 Snohomish County, Public Utility RB, 6.00 01/01/2018 0 223 0 223
District # 001, FGIC
0 110 0 110 Stevens County, Water Power RB, 6.00 12/01/2023 0 105 0 105
Kettle Project
0 250 0 250 Washington State GO, Series B & At-7 6.40 06/01/2017 0 276 0 276
Washington State Housing Finance RB,
Seattle University
0 250 0 250 Washington State Housing Finance RB, 5.30 07/01/2031 0 226 0 226
Seattle University Auxiliary
Services Project, LOC
--------------------------------
26,254 3,871 0 30,125
WASHINGTON D.C.
Washington DC Convention Center
8,300 0 0 8,300 Authority Dedicated Tax Revenue 4.75 10/1/2028 6,851 0 0 6,851
WEST VIRGINIA
West Virginia State Hospital
Financing Authority RB, Fairmont
0 140 0 140 General Hospital, GOH 6.75 03/01/2014 0 138 0 138
WISCONSIN
Wisconsin Center District Tax
1,750 0 0 1,750 Revenue JR Dedicated FSA Insured 5.25 12/15/2023 1,655 0 0 1,655
Wisconsin Center District Tax
4,950 0 0 4,950 Revenue JR Dedicated FSA Insured 5.25 12/15/2027 4,643 0 0 4,643
0 145 0 145 Wisconsin State GO, Series D, AMT 5.80 05/01/2020 0 145 0 145
Wisconsin State Health & Education
Facilities RB, Franciscan Skemp
0 1,000 0 1,000 Medical Center 6.13 11/15/2015 0 1,034 0 1,034
Wisconsin State Housing & Economic
0 550 0 550 Development RB, Series A, GOA 6.00 09/01/2015 0 558 0 558
--------------------------------
6,298 1,737 0 8,035
WYOMING
Jackson, National Rural Utilities
RB, Lower Valley Power & Light,
0 500 0 500 Series B, AMT 5.88 05/01/2026 0 488 0 488
0 600 0 600 Teton County, Hospital District RB 5.80 12/01/2017 0 593 0 593
Wyoming State Community Development
0 420 0 420 Authority RB, Series 4, AMT 5.85 06/01/2028 0 409 0 409
Wyoming State Community Development
0 1,000 0 1,000 Authority RB, Series A, FHA 6.00 06/01/2023 0 1,003 0 1,003
--------------------------------
0 2,493 0 2,493
TOTAL MUNICIPAL BONDS 309,574 67,349 30,680 407,603
SHARES
-------------------------------------------
CLOSED-END MUTUAL FUNDS
60,485 0 0 60,485 Black Rock Strategic Municipal Trust 760 0 0 760
357,724 0 0 357,724 Dreyfus Municipal Income Fund 2,705 0 0 2,705
75,530 0 0 75,530 Dreyfus Strategic Municipal Bond Fund 609 0 0 609
261,246 0 0 261,246 Dreyfus Strategic Municipals Fund 2,090 0 0 2,090
8,585 0 0 8,585 Eaton Vance Municipal Income Trust 93 0 0 93
100,136 0 0 100,136 Municipal Advantage Fund Incorporated 1,114 0 0 1,114
24,112 0 0 24,112 Municipal Partners Fund 285 0 0 285
115,082 0 0 115,082 Nuveen Dividend Advantage Municipal Fund 1,410 0 0 1,410
189,766 0 0 189,766 Nuveen Insured Municipal Opportunity Fund 2,467 0 0 2,467
105,143 0 0 105,143 Nuveen Premium Income Municipal Fund 1,255 0 0 1,255
91,608 0 0 91,608 Seligman Select Municipal Fund 859 0 0 859
57,005 0 0 57,005 Van Kampen Advantage Municipal Income Trust 723 0 0 723
42,976 0 0 42,976 Van Kampen Advantage Municipal Income Trust II 492 0 0 492
80,979 0 0 80,979 Van Kampen Trust for Investment Grade 1,088 0 0 1,088
--------------------------------
15,950 0 0 15,950
SHORT-TERM INVESTMENTS
6,223,900 0 0 6,223,900 Wells Fargo National Tax-Free Money Market Fund 6,224 0 0 6,224
SEI Tax-Exempt Trust Institutional
0 1,517 294,979 296,496 Tax-Free Portfolio 0 1,517 295 1,812
-------------------------------
6,224 1,517 295 8,036
TOTAL INVESTMENTS, AT MARKET VALUE $331,748 $68,866 $ 30,975 $431,589
==================================
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
TOTAL INVESTMENTS, AT COST $329,732 $71,848 $ 31,647 $433,227
+ Yield-to-maturity
</TABLE>
<PAGE>
WELLS FARGO FUNDS - INCOME FUND
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
As of May 31, 2000 (Note 1) (Unaudited)
($000's)
<TABLE>
<CAPTION>
Achievement
Wells Fargo Intermediate Term 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) $ 389,347 $ 153,957 $ 543,304
Collateral for securities loaned 177,507 0 177,507
Receivables:
Interest 6,712 2,517 9,229
Fund shares sold 1,692 210 1,902
Prepaid expenses and other assets 16 77 93
Total Assets 575,274 156,761 732,035
LIABILITIES
Payables:
Securities loaned 177,507 0 177,507
Investment securities purchased 0 778 778
Distributions to shareholders 1,884 0 1,884
Fund shares redeemed 233 63 296
Due to distributor 40 0 40
Due to advisor and affiliates 222 0 222
Other 164 241 405
Total Liabilities 180,050 1,082 181,132
TOTAL NET ASSETS $ 395,224 $ 155,679 $ 550,903
Net assets consist of:
Paid-in capital $ 448,471 $ 163,924 $ 612,395
Undistributed net investment income (loss) 0 0 0
Undistributed net realized gain (loss)
on investments (31,054) (3,153) (34,207)
Net unrealized appreciation (depreciation)
of investments (22,193) (5,092) (27,285)
TOTAL NET ASSETS $ 395,224 $ 155,679 $ 550,903
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 16,894 $ 1,176 $ 18,070
Shares outstanding - Class A 1,908 117 15 (2) 2,040
Net asset value per share - Class A $ 8.86 $ 10.06 $ 8.86
Maximum offering price per share - Class A $ 9.28 $ 10.42 $ 9.28
Net assets - Class B $ 8,611 $ 8,611
Shares outstanding - Class B 974 974
Net asset value and offering price per
share - Class B $ 8.84 $ 8.84
Net assets - Institutional Class $ 369,719 $ 154,503 $ 524,222
Shares outstanding - Institutional Class 41,786 15,391 2,071 (2) $ 59,248
Net asset value and offering price per
share - Institutional Class $ 8.85 $ 10.04 $ 8.85
INVESTMENT AT COST $ 411,540 $ 159,049 $ 570,589
</TABLE>
--------------------------------------------------------------------------------
(1) The information presented for the Achievement Intermediate Term Bond Fund is
as of July 31, 2000, the Fund's latest semi-annual reporting date. Based on the
Fund's low portfolio turnover rate and stable asset size, Management believes
the information presented is representative of the Fund's balance sheet and
portfolio holdings as of May 31, 2000.
(2) Share adjustments based on surviving Fund NAV.
<PAGE>
WELLS FARGO FUNDS - INCOME FUND
PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended May 31, 2000 (Note 1) (Unaudited)
($000's)
<TABLE>
<CAPTION>
Achievement
Wells Fargo Intermediate Term Pro Forma Pro Forma
Income Fund Bond Fund Adjustments Combined
----------------- ----------------------- ----------------- ---------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 29,484 $ 10,758 $ 40,242
Securities lending income 154 0 154
Total Investment Income 29,638 10,758 40,396
EXPENSES
Advisory fees 1,982 972 (147) (2) 2,807
Administration fees 520 324 (2) (2) 842
Custody fees 71 55 * (14) (2) 112
Shareholder servicing fees 37 0 27 (2) 64
Portfolio accounting fees 85 0 33 (2) 118
Transfer agency fees 489 0 198 (2) 687
Distribution fees 64 4 ** (3) (2) 65
Legal and audit fees 26 37 (31) (2) 32
Registration fees 49 59 (39) (2) 69
Directors' fees 5 14 (14) (2) 5
Shareholder reports 45 34 (16) (2) 63
Other 35 13 0 (2) 48
Total Expenses 3,408 1,512 (8) 4,912
Less:
Waived fees and reimbursed expenses fees (306) (293) 27 (2) (572)
Net expenses 3,102 1,219 19 4,340
NET INVESTMENT INCOME (LOSS) 26,536 9,539 (19) 36,056
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain (loss) on sale of investments (18,974) (1,012) (19,986)
Net change in unrealized appreciation
or depreciation of investments (8,738) (1,661) (10,399)
Net Gain (Loss) on Investments (27,712) (2,673) (30,385)
NET INCREASE(DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ (1,176) $ 6,866 (19) $ 5,671
</TABLE>
--------------------------------------------------------------------------------
* Includes transfer agency fees
** Includes shareholder servicing fees
(1) The information presented for the Achievement Intermediate Term Bond Fund is
for the year ended July 31, 2000, the Fund's latest semi-annual reporting date.
Based on the Fund's stable portfolio and level fee/expense structure, Management
believes the information presented is representative of the Fund's statement of
operations for the twelve months ended May 31, 2000.
(2) 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
As of May 31, 2000 (Unaudited)
<TABLE>
<CAPTION>
Principal ($000's) Market Value ($000's)
---------------------------------- ----------------------------------
Achievement Achievement
WF Income Intermediate- Pro Forma Coupon Maturity WF Income Intermediate- Pro Forma
Fund Term Bond Fund Combined Security Name Rate Date Fund Term Bond Fund Combined
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSET BACKED SECURITIES
$ 5,000 $ 0 $ 5,000 Discover Card Master Trust I 6.64 9/16/2005 $ 5,002 $ 0 $ 5,002
925 0 925 First USA Consumer Trust Class A 6.50 9/15/2002 922 0 922
Green Tree Financial Corporation Series
7,000 0 7,000 1997-6 A7 7.14 1/15/2029 6,688 0 6,688
320 0 320 Sequoia Mortgage Trust Series 2 Class A1 6.15 10/25/2024 320 0 320
1,355 0 1,355 Van Kampen CLO-I 6.57 10/8/2007 1,362 0 1,362
Champion Home Equity Loan Trust, Series
0 2,000 2,000 1997-2, Cl A3 6.770 03/25/2015 0 1,972 1,972
Olympic Automobile Receivables Trust, Series
0 2,000 2,000 1996-B, Cl A5 6.900 02/15/2004 0 1,998 1,998
WFS Financial Owner Trust, Series
0 2,000 2,000 1998-B, Cl A4 6.050 04/20/2003 0 1,977 1,977
-----------------------------------
14,294 5,947 20,241
COLLATERALIZED MORTGAGE OBLIGATIONS
554 0 554 Saco I Incorporated Series 1997-2 7.00 8/25/1936 548 0 548
American Southwest Financial Securities,
0 1,182 1,182 Series 1996-FHA1, Cl A2 7.000 11/25/2038 0 1,162 1,162
Donaldson Lufkin Jenrette Mortgage
0 3,000 3,000 Acceptance, Series 1996-CF2, Cl A1B (A) 7.290 11/12/2021 0 2,991 2,991
Donaldson Lufkin Jenrette Mortgage
0 2,000 2,000 Acceptance, Series 1997-CF1, Cl A1B (A) 7.600 04/15/2007 0 2,009 2,009
General Motors Acceptance,
Commercial Mortgage Securities, Series
0 3,000 3,000 1999-C1, Cl A2 6.175 05/15/2033 0 2,742 2,742
Lehman Brothers Commercial Conduit Mortgage
0 3,000 3,000 Trust, Series 1998-C1, Cl B 6.590 02/18/2030 0 2,795 2,795
-----------------------------------
548 11,699 12,247
CORPORATE BONDS & NOTES
APPAREL & OTHER FINISHED PRODUCTS MADE FROM FABRICS & SIMILAR MATERIALS
541 0 541 Tommy Hilfiger 6.50 6/1/2003 408 0 408
AUTOMOTIVE DEALERS & GASOLINE SERVICE STATIONS
774 0 774 Pep Boys 6.71 11/3/2004 494 0 494
0 1,000 1,000 TRW 6.450 06/15/2001 0 993 993
-----------------------------------
494 993 1,487
AUTOMOTIVE REPAIR, SERVICES & PARKING
5,000 0 5,000 Hertz Corporation 7.63 8/15/2007 4,894 0 4,894
BUILDING PRODUCTS
0 2,000 2,000 CSR America 6.875 07/21/2005 0 1,933 1,933
BUSINESS SERVICES
5,000 0 5,000 First Data Corporation 6.38 12/15/2007 4,631 0 4,631
5,968 0 5,968 Oracle Corporation 6.72 2/15/2004 5,759 0 5,759
----------------------------------
10,390 0 10,390
CHEMICALS & ALLIED PRODUCTS
5,000 0 5,000 E. I. Du Pont de Nemours & Company 6.88 10/15/2009 4,737 0 4,737
1,000 0 1,000 IMC Global Incorporated 7.63 11/1/2005 969 0 969
6,800 0 6,800 Merck & Company Incorporated 6.40 3/1/2028 5,942 0 5,942
5,000 0 5,000 Procter & Gamble Company 6.60 12/15/2004 4,844 0 4,844
----------------------------------
16,492 0 16,492
COMMUNICATIONS
3,000 0 3,000 AT&T Capital Corporation 6.75 12/1/2000 2,992 0 2,992
4,500 0 4,500 LCI International Incorporated 7.25 6/15/2007 4,196 0 4,196
Qwest Communications International
2,000 0 2,000 Incorporated 7.50 11/1/2008 1,883 0 1,883
5,000 0 5,000 WorldCom Incorporated 8.00 5/15/2006 5,000 0 5,000
----------------------------------
14,071 0 14,071
DEPOSITORY INSTITUTIONS
3,500 0 3,500 Bank United Corporation 8.00 3/15/2009 3,041 0 3,041
4,500 0 4,500 BankBoston Corporation 6.88 7/15/2003 4,365 0 4,365
3,000 0 3,000 Bankers Trust New York Company 7.38 5/1/2008 2,835 0 2,835
194 0 194 Golden State Holdings 7.13 8/1/2005 169 0 169
5,000 0 5,000 Key Bank NA 6.50 4/15/2008 4,506 0 4,506
250 0 250 Midland Bank PLC 6.95 3/15/2011 225 0 225
5,000 0 5,000 NationsBank Corporation 7.80 9/15/2016 4,756 0 4,756
2,500 0 2,500 Society Corporation 8.13 6/15/2002 2,513 0 2,513
0 1,000 1,000 Bank of America 7.625 04/15/2005 0 1,002 1,002
0 2,000 2,000 Bank of America 7.125 05/01/2006 0 1,955 1,955
0 1,000 1,000 Citicorp 7.125 06/01/2003 0 992 992
0 1,000 1,000 First Tennessee Bank 5.750 12/01/2008 0 850 850
0 1,000 1,000 First Union 7.050 08/01/2005 0 971 971
0 1,000 1,000 KeyCorp 7.250 06/01/2005 0 980 980
----------------------------------
22,410 6,750 29,160
ELECTRIC, GAS & SANITARY SERVICES
147 0 147 Niagara Mohawk Power 7.38 7/1/2003 144 0 144
725 0 725 Texas Utilities Company 6.20 10/1/2002 703 0 703
774 0 774 Williams Companies Incorporated 6.13 2/15/2002 750 0 750
0 1,000 1,000 Consolidated Edison 6.375 04/01/2003 0 983 983
0 1,000 1,000 Consolidated Edison 6.150 07/01/2008 0 915 915
0 1,000 1,000 Monogahela Power, MTN 7.360 01/15/2010 0 979 979
0 1,000 1,000 Pacific Gas & Electric, MTN 6.680 03/19/2003 0 986 986
0 1,000 1,000 Philadelphia Electric 6.625 03/01/2003 0 979 979
0 1,000 1,000 Public Service Electric & Gas 6.500 05/01/2004 0 968 968
0 1,000 1,000 Rochester Gas & Electric, MTN 6.375 07/30/2003 0 967 967
0 1,000 1,000 Scana, MTN 6.250 07/08/2003 0 966 966
-----------------------------------
1,597 7,743 9,340
ENERGY
3,300 0 3,300 Midamerican Energy Holdings 6.96 9/15/2003 3,160 0 3,160
FOOD & KINDRED PRODUCTS
4,000 0 4,000 Anheuser Busch Companies 9.00 12/1/2009 4,330 0 4,330
1,500 0 1,500 Flowers Industries Incorporated 7.15 4/15/2028 1,043 0 1,043
774 0 774 Whitman Corporation 7.29 9/15/2026 760 0 760
0 1,000 1,000 Diageo PLC 7.125 09/15/2004 0 990 990
0 1,000 1,000 Nabisco 6.700 06/15/2002 0 974 974
0 1,000 1,000 Sara Lee, MTN 7.400 03/22/2002 0 1,000 1,000
-----------------------------------
6,133 2,964 9,097
FOREIGN DEPOSITORY INSTITUTIONS
3,000 0 3,000 Korea Development Bank 7.13 4/22/2004 2,858 0 2,858
GENERAL MERCHANDISE STORES
5,000 0 5,000 Saks Incorporated 7.50 12/1/2010 3,869 0 3,869
5,000 0 5,000 Target Corporation 7.50 2/15/2005 4,981 0 4,981
0 1,000 1,000 J.C. Penney, MTN 7.050 05/23/2005 0 894 894
0 1,000 1,000 Sears Roebuck Acceptance 6.950 05/15/2002 0 991 991
0 1,000 1,000 Sears Roebuck Acceptance, MTN 6.580 11/20/2003 0 971 971
0 2,000 2,000 Target 7.500 07/15/2006 0 1,983 1,983
0 1,000 1,000 Wal-Mart Stores 6.500 06/01/2003 0 989 989
-----------------------------------
8,850 5,828 14,678
INDUSTRIAL & COMMERCIAL MACHINERY & COMPUTER EQUIPMENT
6,861 0 6,861 Dell Computer Corporation 7.10 4/15/2028 5,969 0 5,969
4,000 0 4,000 IBM Corporation 8.38 11/1/2019 4,275 0 4,275
-----------------------------------
10,244 0 10,244
INDUSTRIAL SERVICES
3,000 0 3,000 Gruma SA de CV 7.63 10/15/2007 2,520 0 2,520
INSURANCE CARRIERS
8,000 0 8,000 AMBAC Incorporated 9.38 8/1/2011 8,620 0 8,620
968 0 968 Reliastar Financial Corporation 7.13 3/1/2003 945 0 945
968 0 968 Terra Nova (U.K.) Holdings 7.20 8/15/2007 916 0 916
0 2,000 2,000 Aetna Services 6.750 08/15/2001 0 1,985 1,985
-----------------------------------
10,481 1,985 12,466
MEASURING, ANALYZING, & CONTROLLING INSTRUMENTS; PHOTOGRAPHIC, MEDICAL & OPTICAL GOODS
387 0 387 Mallinckrodt Incorporated 6.30 3/15/2001 380 0 380
NONDEPOSITORY CREDIT INSTITUTIONS
4,500 0 4,500 Dresdner Funding Trust I 8.15 6/30/1931 3,769 0 3,769
6,000 0 6,000 General Electric Capital Corporation 8.70 2/15/2003 6,173 0 6,173
5,000 0 5,000 General Electric Capital Corporation 8.63 6/15/2008 5,281 0 5,281
0 1,000 1,000 Chase Manhattan 8.125 06/15/2002 0 1,014 1,014
0 1,000 1,000 Chase Manhattan 6.375 02/15/2008 0 927 927
0 1,000 1,000 Associates of North America, MTN 6.810 08/03/2001 0 996 996
0 1,000 1,000 Associates of North America, MTN 7.540 04/14/2004 0 999 999
0 1,000 1,000 Capital One Bank 7.080 10/30/2001 0 994 994
0 1,000 1,000 CitiFinancial 6.875 05/01/2002 0 995 995
0 1,000 1,000 Ford Motor Credit 8.000 06/15/2002 0 1,011 1,011
0 1,000 1,000 Ford Motor Credit 7.750 03/15/2005 0 1,004 1,004
0 1,000 1,000 General Motors Acceptance, MTN 7.250 05/15/2003 0 996 996
0 1,000 1,000 Household Finance 7.650 05/15/2007 0 985 985
0 1,000 1,000 J.P. Morgan 7.250 01/15/2002 0 999 999
0 1,000 1,000 Lehman Brothers Holdings 6.125 07/15/2003 0 957 957
-----------------------------------
15,223 11,877 27,100
PETROLEUM PRODUCTS & SERVICES
0 1,000 1,000 Kerr-McGee 6.625 10/15/2007 0 931 931
PRIMARY METAL INDUSTRIES
194 0 194 CSC Holdings Incorporated 7.25 7/15/2008 174 0 174
4,000 0 4,000 CSC Holdings Incorporated 7.63 7/15/2018 3,370 0 3,370
-----------------------------------
3,544 0 3,544
RAILROADS
0 1,000 1,000 CSX Transportation 7.540 03/15/2003 0 1,000 1,000
REAL ESTATE
4,500 0 4,500 Rouse Company 8.50 1/15/2003 4,506 0 4,506
RENTAL EQUIPMENT
0 2,000 2,000 Hertz 7.000 07/01/2004 0 1,960 1,960
0 1,040 1,040 Ryder System, MTN 7.340 11/01/2000 0 1,036 1,036
-----------------------------------
0 2,996 2,996
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
1,161 0 1,161 Charles Schwab Corporation 6.88 9/2/2003 1,130 0 1,130
5,000 0 5,000 Goldman Sachs Group Incorporated 7.50 1/28/2005 4,894 0 4,894
5,000 0 5,000 Lehman Brothers Holdings Incorporated 8.50 8/1/2015 4,894 0 4,894
-----------------------------------
10,918 0 10,918
TECHNOLOGY
1,819 0 1,819 Massachusetts Institute of Technology 7.25 11/2/1996 1,673 0 1,673
TELEPHONES & TELECOMMUNICATIONS
0 1,000 1,000 AT&T 6.750 04/01/2004 0 979 979
0 1,000 1,000 GTE California 5.500 01/15/2009 0 863 863
0 1,000 1,000 Qwest 5.625 11/15/2008 0 865 865
0 1,000 1,000 SBC Communications 7.000 07/15/2004 0 989 989
0 1,000 1,000 SBC Communications Capital 5.750 09/01/2004 0 946 946
0 1,000 1,000 Telstra Ltd. 6.500 07/31/2003 0 978 978
-----------------------------------
0 5,620 5,620
TRANSPORTATION BY AIR
5,000 0 5,000 Delta Airlines Incorporated 8.30 12/15/2029 4,225 0 4,225
736 0 736 Federal Express Series 97-B 7.52 1/15/2018 704 0 704
1,200 0 1,200 Southwest Airlines Company 7.88 9/1/2007 1,195 0 1,195
-----------------------------------
6,124 0 6,124
TRANSPORTATION EQUIPMENT
10,000 0 10,000 DaimlerChrysler 7.40 1/20/2005 9,825 0 9,825
2,000 0 2,000 Federal-Mogul Corporation 7.75 7/1/2006 1,440 0 1,440
-----------------------------------
11,265 0 11,265
UTILITY-ELECTRIC
387 0 387 Calenergy Company Incorporated 7.23 9/15/2005 365 0 365
WATER TRANSPORTATION
1,161 0 1,161 Royal Caribbean Cruises 7.13 9/18/2002 1,112 0 1,112
WHOLESALE TRADE - NONDURABLE GOODS
4,500 0 4,500 Staples Incorporated 7.13 8/15/2007 4,151 0 4,151
TOTAL CORPORATE BONDS & NOTES 174,263 50,620 224,883
YANKEE BONDS
0 1,000 1,000 Dow Capital 7.125 01/15/2003 0 993 993
0 2,000 2,000 Walt Disney 6.750 03/30/2006 0 1,955 1,955
0 500 500 Worldcom 6.125 08/15/2001 0 494 494
-----------------------------------
0 3,442 3,442
MUNICIPAL BONDS
Hudson County NJ Import Authority Facilities
774 0 774 Leasing RV FSA insured 7.40 12/1/2025 719 0 719
Western Minnesota Power Agency RV Series A
778 0 778 AMBAC Insured 6.33 1/1/2002 766 0 766
-----------------------------------
1,485 0 1,485
U.S. GOVERNMENT AGENCY SECURITIES
FEDERAL FARM CREDIT BANK
0 2,000 2,000 Federal Farm Credit Bank, MTN 7.310 11/05/2007 0 2,025 2,025
FEDERAL HOME LOAN BANK
0 1,000 1,000 Federal Home Loan Bank 7.280 07/25/2001 0 1,004 1,004
0 1,000 1,000 Federal Home Loan Bank 7.390 08/22/2001 0 1,005 1,005
0 1,000 1,000 Federal Home Loan Bank 5.600 10/28/2003 0 959 959
0 1,000 1,000 Federal Home Loan Bank 7.380 08/05/2004 0 1,013 1,013
0 1,000 1,000 Federal Home Loan Bank 6.250 08/13/2004 0 974 974
0 1,000 1,000 Federal Home Loan Bank 6.375 08/15/2006 0 969 969
0 3,035 3,035 Federal Home Loan Bank 6.185 05/06/2008 0 2,870 2,870
0 2,000 2,000 Federal Home Loan Bank 5.450 01/12/2009 0 1,787 1,787
0 3,000 3,000 Federal Home Loan Bank 7.375 02/12/2010 0 3,049 3,049
-----------------------------------
0 13,630 13,630
FEDERAL HOME LOAN MORTGAGE CORPORATION
4,957 0 4,957 FHLMC # C00920 7.00 2/1/1930 4,710 0 4,710
968 0 968 FHLMC Series T-20 Class A6 7.49 9/25/2029 942 0 942
0 2,000 2,000 FHLMC 5.750 07/15/2003 0 1,937 1,937
0 1,000 1,000 FHLMC 6.795 12/01/2003 0 995 995
0 1,000 1,000 FHLMC 5.900 02/14/2006 0 950 950
0 2,000 2,000 FHLMC 6.450 04/29/2009 0 1,865 1,865
0 2,000 2,000 FHLMC 7.020 06/23/2009 0 1,928 1,928
0 2,500 2,500 FHLMC 7.625 09/09/2009 0 2,453 2,453
-----------------------------------
5,652 10,128 15,780
FEDERAL NATIONAL MORTGAGE ASSOCIATION
4,500 0 4,500 FNMA 7.13 2/15/2005 4,451 0 4,451
4,740 0 4,740 FNMA 6.25 5/15/2029 4,118 0 4,118
4,856 0 4,856 FNMA 7.50 9/1/2029 4,714 0 4,714
3,000 0 3,000 FNMA 7.13 1/15/1930 2,915 0 2,915
6,593 0 6,593 FNMA #253008 8.00 11/1/2029 6,537 0 6,537
1 0 1 FNMA #303414 6.50 7/1/2002 1 0 1
665 0 665 FNMA #408118 6.50 1/1/2028 615 0 615
861 0 861 FNMA #415414 6.50 2/1/2028 797 0 797
4,594 0 4,594 FNMA #492910+/- 7.50 1/1/2029 4,461 0 4,461
4,840 0 4,840 FNMA #520842 8.00 11/1/2029 4,799 0 4,799
0 1,000 1,000 FNMA 5.750 04/15/2003 0 971 971
0 2,000 2,000 FNMA 4.750 11/14/2003 0 1,874 1,874
0 1,000 1,000 FNMA 6.375 06/15/2009 0 949 949
0 1,000 1,000 FNMA, MTN 6.760 07/16/2007 0 965 965
0 977 977 FNMA 6.440 05/01/2008 0 942 942
-----------------------------------
33,408 5,701 39,109
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
4,971 0 4,971 GNMA 7.50 1/15/2029 4,881 0 4,881
4,895 0 4,895 GNMA # 2824 7.00 10/20/2029 4,677 0 4,677
1,154 0 1,154 GNMA #473918 7.00 4/15/2028 1,107 0 1,107
4,573 0 4,573 GNMA # 491192 7.00 2/15/2029 4,388 0 4,388
3,361 0 3,361 GNMA #780626 7.00 8/15/2027 3,228 0 3,228
-----------------------------------
18,281 0 18,281
TOTAL U.S. GOVERNMENT AGENCY SECURITIES 57,341 31,484 88,825
U.S. TREASURY SECURITIES
U.S. TREASURY BONDS
6,500 0 6,500 U.S. Treasury Bonds 10.75 5/15/2003 7,183 0 7,183
4,000 0 4,000 U.S. Treasury Bonds 11.88 11/15/2003 4,623 0 4,623
13,500 0 13,500 U.S. Treasury Bonds 10.75 8/15/2005 15,885 0 15,885
5,000 0 5,000 U.S. Treasury Bonds 6.50 2/15/2010 5,072 0 5,072
7,000 0 7,000 U.S. Treasury Bonds 11.25 2/15/2015 10,121 0 10,121
1,000 0 1,000 U.S. Treasury Bonds 10.63 8/15/2015 1,397 0 1,397
14,500 0 14,500 U.S. Treasury Bonds 8.88 8/15/2017 18,129 0 18,129
9,000 0 9,000 U.S. Treasury Bonds 8.13 8/15/2019 10,662 0 10,662
5,000 0 5,000 U.S. Treasury Bonds 7.88 2/15/2021 5,836 0 5,836
6,500 0 6,500 U.S. Treasury Bonds 8.13 8/15/2021 7,786 0 7,786
10,000 0 10,000 U.S. Treasury Bonds 7.50 11/15/2024 11,411 0 11,411
2,000 0 2,000 U.S. Treasury Bonds 7.63 2/15/2025 2,314 0 2,314
2,000 0 2,000 U.S. Treasury Bonds 6.13 8/15/2029 1,992 0 1,992
0 2,000 2,000 U.S. Treasury Bonds 7.125 02/15/2023 0 2,249 2,249
0 2,000 2,000 U.S. Treasury Bonds 6.250 08/15/2023 0 2,041 2,041
-----------------------------------
102,411 4,290 106,701
U.S. TREASURY NOTES
2,000 0 2,000 U.S. Treasury Notes 6.38 3/31/2001 1,994 0 1,994
2,000 1,000 3,000 U.S. Treasury Notes 7.88 8/15/2001 2,025 1014 3,039
17,500 0 17,500 U.S. Treasury Notes 7.50 5/15/2002 17,731 0 17,731
11,000 0 11,000 U.S. Treasury Notes 9.88 11/15/2015 14,617 0 14,617
0 2,500 2,500 U.S. Treasury Notes 6.375 09/30/2001 0 2,498 2,498
0 1,000 1,000 U.S. Treasury Notes 7.500 11/15/2001 0 1,013 1,013
0 6,000 6,000 U.S. Treasury Notes 6.125 12/31/2001 0 5,974 5,974
0 2,000 2,000 U.S. Treasury Notes 6.500 03/31/2002 0 2,002 2,002
0 4,000 4,000 U.S. Treasury Notes 6.250 08/31/2002 0 3,991 3,991
0 1,000 1,000 U.S. Treasury Notes 6.250 02/15/2003 0 998 998
0 3,000 3,000 U.S. Treasury Notes 5.500 05/31/2003 0 2,936 2,936
0 2,000 2,000 U.S. Treasury Notes 5.375 06/30/2003 0 1,951 1,951
0 1,000 1,000 U.S. Treasury Notes 5.750 08/15/2003 0 985 985
0 3,000 3,000 U.S. Treasury Notes 5.875 02/15/2004 0 2,964 2,964
0 1,000 1,000 U.S. Treasury Notes 7.500 02/15/2005 0 1,048 1,048
0 2,000 2,000 U.S. Treasury Notes 6.500 08/15/2005 0 2,024 2,024
0 1,000 1,000 U.S. Treasury Notes 5.875 11/15/2005 0 985 985
0 1,000 1,000 U.S. Treasury Notes 6.875 05/15/2006 0 1,032 1,032
0 2,000 2,000 U.S. Treasury Notes 7.000 07/15/2006 0 2,077 2,077
0 5,000 5,000 U.S. Treasury Notes 6.500 10/15/2006 0 5,072 5,072
0 3,000 3,000 U.S. Treasury Notes 6.250 02/15/2007 0 3,010 3,010
0 3,000 3,000 U.S. Treasury Notes 6.125 08/15/2007 0 2,990 2,990
-----------------------------------
36,367 44,564 80,931
TOTAL U.S. TREASURY SECURITIES 138,778 48,854 187,632
Shares
----------------------------------
SHORT-TERM INSTRUMENTS
2,638,229 0 2,638,229 Wells Fargo Cash Investment Fund 2,638 0 2,638
0 1,910,929 1,910,929 SEI Daily Income Trust Money Market Portfolio 0 1,911 1,911
-----------------------------------
2,638 1,911 4,549
TOTAL INVESTMENTS, AT MARKET VALUE $389,347 $153,957 $543,304
===================================
TOTAL INVESTMENTS, AT COST $411,540 $159,049 $570,589
===================================
</TABLE>
<PAGE>
WELLS FARGO FUNDS - STABLE INCOME FUND
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
As of May 31, 2000 (Note 1) (Unaudited)
($000's)
<TABLE>
<CAPTION>
Wells Fargo Stable Achievement Short Pro Forma Pro Forma
Income Fund Term Bond Fund Adjustments Combined
----------------- ------------------ ------------- ---------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value (see cost below) $ 202,795 (2) $ 28,170 $ 230,965
Cash 0 988 988
Receivables:
Interest 0 437 437
Fund shares sold 96 311 407
Organization expenses, net of amortization 0 0 0
Prepaid expenses and other assets 0 65 65
Total Assets 202,891 29,971 232,862
LIABILITIES
Payables:
Investment securities purchased 0 1,014 1,014
Distributions to shareholders 0 135 135
Fund shares redeemed 80 9 89
Due to distributor 18 0 18
Due to advisor and affiliates 4 0 4
Other 70 101 171
Total Liabilities 172 1,259 1,431
TOTAL NET ASSETS $ 202,719 $ 28,712 $ 231,431
Net assets consist of:
Paid-in capital $ 212,405 $ 31,683 $ 244,088
Undistributed net investment income (loss) 236 0 236
Undistributed net realized gain (loss)
on investments (7,627) (2,545) (10,172)
Net unrealized appreciation (depreciation)
of investments (2,295) (426) (2,721)
TOTAL NET ASSETS $ 202,719 $ 28,712 $ 231,431
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 8,912 $ 182 $ 9,094
Shares outstanding - Class A 878 19 (1) (3) 896
Net asset value per share - Class A $ 10.15 $ 9.81 $ 10.15
Maximum offering price per share - Class A $ 10.30 $ 9.96 $ 10.30
Net assets - Class B $ 2,449 $ 2,449
Shares outstanding - Class B 241 241
Net asset value and offering price per
share - Class B $ 10.14 $ 10.15
Net assets - Institutional Class $ 191,358 $ 28,530 $ 219,888
Shares outstanding - Institutional Class 18,850 2,905 (95) (3) 21,660
Net asset value and offering price per
share - Institutional Class $ 10.15 $ 9.82 $ 10.15
INVESTMENT AT COST $ 205,090 $ 28,596 $ 233,686
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The information presented for the Achievement Short Term Bond Fund is as of
July 31, 2000, the Fund's latest semi-annual reporting date. Based on the Fund's
low portfolio turnover rate and stable asset size, Management believes the
information presented is representative of the Fund's balance sheet and
portfolio holdings as of May 31, 2000.
(2) The Stable Income Fund invest all of its investable assets in an affiliated
Core Portfolio. The Core Portfolio directly acquires portfolio securities and
the Stable Income Fund acquires an indirect interest in those securities.
(3) Share adjustments based on surviving Fund NAV.
<PAGE>
WELLS FARGO FUNDS - STABLE INCOME FUND
PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended May 31, 2000 (Note 1) (Unaudited)
($000's)
<TABLE>
<CAPTION>
Wells Fargo Stable Achievement Short Pro Forma Pro Forma
Income Fund Term Bond Fund Adjustments Combined
------------------ ----------------- ----------- ---------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 12,265 $ 1,954 $ 14,219
Securities lending income 16 0 16
Net expenses allocated from Core Portfolios (941) 0 146 (2) (795)
Total Investment Income 11,340 1,954 13,440
EXPENSES
Advisory fees 0 189 (189) (2) 0
Administration fees 217 63 69 (2) 349
Custody fees 0 48 * (48) (2) 0
Shareholder servicing fees 16 0 14 (2) 30
Portfolio accounting fees 50 0 17 (2) 67
Transfer agency fees 244 0 38 (2) 282
Distribution fees 19 1 ** (1) (2) 19
Legal and audit fees 10 7 (5) (2) 12
Registration fees 27 18 (14) (2) 31
Directors' fees 4 3 (3) (2) 4
Shareholder reports 15 10 (8) (2) 17
Other 19 5 (2) (2) 22
Total Expenses 621 344 (132) 833
Less:
Waived fees and reimbursed expenses fees (218) (108) 326 (2) 0
Net expenses 403 236 194 833
NET INVESTMENT INCOME (LOSS) 10,937 1,718 (48) 12,607
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain (loss) on sale of
investments (701) (123) (824)
Net change in unrealized appreciation
or depreciation of Investments (1,632) (133) (1,765)
Net Gain (Loss) on Investments (2,333) (256) (2,589)
NET INCREASE(DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 8,604 $ 1,462 (48) $ 10,018
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Includes transfer agency fees
** Includes shareholder servicing fees
(1) The information presented for the Achievement Short Term Bond Fund is for
the year ended July 31, 2000, the Fund's latest semi-annual reporting date.
Based on the Fund's stable portfolio and level fee/expense structure, Management
believes the information presented is representative of the Fund's statement of
operations for the twelve months ended May 31, 2000.
(2) 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 - STABLE INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS
As of May 31, 2000 (Unaudited)
<TABLE>
<CAPTION>
Principal ($000's) Market Value ($000's)
--------------------------------------- ------------------------------
Achievement WF Stable Achievement Pro
WF Stable Income Short-Term Pro Forma Coupon Maturity Income Short-Term Forma
Fund Bond Fund Combined Security Description Rate Date Fund Bond Fund Combined
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSET BACKED SECURITIES
$ 2,917 $ 0 $ 2,917 Aesop Funding II LLC Series 1997-1 A1 6.22 10/20/2001 $ 2,914 $ 0 2,914
212 0 212 AFC Home Equity Loan Trust Series 1995-2 A1 6.75 7/25/2026 211 0 211
2,975 0 2,975 Capital Auto Receivables Asset Trust Series 6.30 5/15/2004 2,930 0 2,930
1999-2 A4
5,000 0 5,000 Chase Credit Card Master Trust Series 1998-6 A 6.78 9/15/2004 5,016 0 5,016
5,000 0 5,000 Chevy Chase Master Credit Card Trust Series 6.92 10/16/2006 5,021 0 5,021
1998 Class A
2,500 0 2,500 Discover Master Card Trust I Series 1997-4 6.59 4/16/2003 2,500 0 2,500
1,256 0 1,256 EQCC Home Equity Loan Trust Series 1995-3A4 7.10 2/15/2012 1,248 0 1,248
3,637 0 3,637 EQCC Home Equity Loan Trust Series 1998-4 A1F 6.57 1/15/2029 3,666 0 3,666
204 0 204 First Merchants Grantor Trust Series 1996-2 A 6.85 11/15/2001 204 0 204
5,000 0 5,000 First USA Credit Card Master Trust Series 6.73 4/15/2003 5,001 0 5,001
1995-5 A
5,000 0 5,000 First USA Credit Card Master Trust Series 7.01 10/19/2006 4,984 0 4,984
1999-1 B
4,100 0 4,100 Fleet Credit Card Master Trust Series 1996-C 6.27 11/15/2003 4,100 0 4,100
Class A
3,505 0 3,505 Household Consumer Loan Trust Series 1997-1 6.87 3/15/2007 3,504 0 3,504
Class A3
4,691 0 4,691 Household Consumer Loan Trust Series 1997-2 6.53 11/15/2007 4,661 0 4,661
Class A3
18 0 18 Keystone Home Improvement Loan Trust Series 6.99 4/25/2014 18 0 18
1997-P2 Class IA3
750 0 750 Loop Funding Master Trust I Series 1997-AER 7.19 12/26/2007 746 0 746
Class B1
4,500 0 4,500 Loop Funding Master Trust Series 1997-A144 7.19 12/26/2007 4,478 0 4,478
Class B1
5,500 0 5,500 MBNA Master Credit Card Trust Series 1998-I 6.81 10/15/2003 5,513 0 5,513
Class A
4,000 0 4,000 Premier Auto Trust Series 1997-1 Class B 6.55 9/6/2003 3,976 0 3,976
3,800 0 3,800 Rental Car Finance Corporation Series 1997-1 6.45 8/25/2005 3,677 0 3,677
A2
1,926 0 1,926 Sequoia Mortgage Trust Series 2 Class A1 6.15 10/25/2024 1,927 0 1,927
-----------------------------
66,297 0 66,297
COLLATERALIZED MORTGAGE OBLIGATIONS
726 0 726 Commercial Loan Funding Trust Series I Class A 6.92 8/15/2005 723 0 723
21 0 21 DLJ Mortgage Acceptance Corporation Series 6.41 2/8/2000 21 0 21
1998-STF1 Class A1
2,827 0 2,827 GMAC #1996 C1 A1 6.91 2/15/2006 2,819 0 2,819
362 0 362 Independent National Mortgage Corporation 8.84 12/25/2024 374 0 374
Series 1994 V Class M
1,039 0 1,039 Independent National Mortgage Corporation 8.72 1/25/2025 1,077 0 1,077
Series 1994 X Class A2
2,854 0 2,854 Independent National Mortgage Corporation 7.34 4/25/2025 2,864 0 2,864
Series 1995 E Class A1
3,500 0 3,500 Mall of America Capital Company LLC Series 6.30 3/12/2005 3,500 0 3,500
200-1 A
1,721 0 1,721 Merrill Lynch Mortgage Investors Incorporated 6.83 6/15/2018 1,719 0 1,719
2,943 0 2,943 Merrill Lynch Mortgage Investors Incorporated 6.75 9/15/2023 2,941 0 2,941
Series 1993-F A3
184 0 184 Merrill Lynch Mortgage Investors Incorporated 8.20 1/25/2005 183 0 183
Series 1994-I
2,086 0 2,086 MLCC Mortgage Investors Incorporated Series 6.93 7/15/2019 2,087 0 2,087
1994 A Class A3
3,910 0 3,910 Nationslink Funding 6.48 9/10/2007 3,909 0 3,909
109 0 109 Residential Funding Mortgage Security Series 6.94 8/25/2021 109 0 109
1991 21 BA
16 0 16 RTC Series 1991 M6 A3 8.56 6/25/2021 16 0 16
190 0 190 RTC Series 1991-6 E 11.61 5/25/2024 189 0 189
1,040 0 1,040 RTC Series 1992-18P A4 7.58 4/25/2028 1,040 0 1,040
4,278 0 4,278 RTC Series 1994-1 Class A5 7.28 9/25/2029 4,284 0 4,284
782 0 782 RTC Series 1995-1 A3 7.06 10/25/2028 783 0 783
2,479 0 2,479 SASCO 99-C3 A 7.01 10/21/2013 2,483 0 2,483
3,927 0 3,927 Vendee Mortgage Trust Series 1993-1 Class E 7.00 1/15/2016 3,917 0 3,917
-----------------------------
35,038 0 35,038
CORPORATE BONDS & NOTES
Apparel & Other Finished Products Made From
Fabrics & Similar Materials
3,400 0 3,400 V.F. Corporation 9.50 5/1/2001 3,464 0 3,464
Business Services
3,250 0 3,250 First Data Corporation 6.82 9/18/2001 3,222 0 3,222
1,825 0 1,825 Sun Microsystems Incorporated 7.00 8/15/2002 1,798 0 1,798
-----------------------------
5,020 0 5,020
Chemicals & Allied Products
3,100 0 3,100 Monsanto Company 5.38 12/1/2001 3,017 0 3,017
Communications
2,500 0 2,500 Bell Atlantic Financial 6.30 3/21/2002 2,498 0 2,498
2,000 0 2,000 Cox Communications Incorporated 7.00 8/15/2001 1,978 0 1,978
1,000 0 1,000 Sprint Corporation 8.13 7/15/2002 1,009 0 1,009
2,000 0 2,000 Viacom Incorporated 6.75 1/15/2003 1,945 0 1,945
2,000 0 2,000 WorldCom Incorporated 7.05 11/26/2001 1,998 0 1,998
-----------------------------
9,428 0 9,428
Domestic Depository Institutions
4,000 0 4,000 BankAmerica Corporation 8.13 2/1/2002 4,025 0 4,025
4,037 0 4,037 Chase Manhattan Corporation 10.13 11/1/2000 4,087 0 4,087
2,490 0 2,490 Citicorp 9.50 2/1/2002 2,571 0 2,571
2,500 0 2,500 Corestates Capital Corporation 9.63 2/15/2001 2,541 0 2,541
2,735 0 2,735 Firstar Bank Milwaukee 6.25 12/1/2002 2,639 0 2,639
2,000 0 2,000 FleetBoston Financial Group 6.46 3/27/2003 1,995 0 1,995
4,000 0 4,000 Mellon Financial Company 9.75 6/15/2001 4,080 0 4,080
2,650 0 2,650 US Bank NA North Dakota 6.58 6/20/2001 2,645 0 2,645
0 1,000 1,000 Bank One, MTN 6.70 03/15/2002 0 989 989
0 1,000 1,000 KeyCorp, MTN 6.75 05/29/2001 0 995 995
-----------------------------
24,583 1,984 26,567
Eating & Drinking Places
4,000 0 4,000 McDonald's Corporation 6.00 6/23/2002 3,880 0 3,880
Electric, Gas & Sanitary Services
2,000 0 2,000 El Paso Natural Gas 7.75 1/15/2002 1,995 0 1,995
0 375 375 Northern Illinois Gas 6.45 8/1/2001 0 373 373
0 1,000 1,000 Scottish Power PLC, MTN 7.25 09/09/2002 0 998 998
-----------------------------
1,995 1,371 3,366
Food & Kindred Products
5,350 0 5,350 Whitman Corporation 7.50 8/15/2001 5,330 0 5,330
Food Stores
3,350 0 3,350 Kroger Company 7.13 10/1/2000 3,348 0 3,348
Holding & Other Investment Offices
5,000 0 5,000 Main Place Real Estate Investment 6.94 5/28/2002 4,990 0 4,990
Industrial & Commercial Machinery & Computer
Equipment
2,400 0 2,400 Tyco International Limited 6.50 11/1/2001 2,373 0 2,373
Insurance
0 1,000 1,000 Aetna Services 6.75 08/15/2001 0 993 993
Measuring, Analyzing, and Controlling
Instruments; Photographic, Medical & Optical
Goods
1,600 0 1,600 Bausch & Lomb Incorporated 6.15 8/1/2001 1,564 0 1,564
Miscellaneous Retail
2,900 0 2,900 Rite Aid Corporation 6.70 12/15/2001 2,378 0 2,378
0 1,000 1,000 J.C. Penney, MTN 6.38 09/15/2000 0 996 996
0 1,000 1,000 Sears Roebuck Acceptance, MTN 6.40 09/25/2000 0 999 999
-----------------------------
2,378 1,995 4,373
Nondepository Credit Institutions
3,850 0 3,850 Caterpillar Financial Services 6.69 8/1/2002 3,850 0 3,850
3,900 0 3,900 Ford Capital BV 9.38 5/15/2001 3,959 0 3,959
3,200 0 3,200 General Electric Capital Corporation 6.29 12/15/2001 3,152 0 3,152
1,500 0 1,500 Transamerica Financial 6.41 6/20/2000 1,500 0 1,500
1,000 0 1,000 Transamerica Financial 6.36 6/26/2000 1,000 0 1,000
2,700 0 2,700 USAA Capital Corporation 6.90 11/1/2002 2,656 0 2,656
0 1,000 1,000 Bear Stearns 6.75 05/01/2001 0 994 994
0 1,000 1,000 Beneficial, MTN 6.33 12/18/2000 0 998 998
0 1,000 1,000 International Lease Finance 5.45 01/04/2002 0 971 971
0 1,000 1,000 John Deere Capital, MTN 6.15 08/01/2000 0 1,000 1,000
-----------------------------
16,117 3,963 20,080
Oil & Gas Extraction
2,000 0 2,000 Enron Corporation 9.13 4/1/2003 2,050 0 2,050
Paper & Paper Products
0 1,000 1,000 Mead Corporaton 6.60 03/01/2002 0 991 991
Security & Commodity Brokers, Dealers,
Exchanges & Service
2,000 0 2,000 Charles Schwab Corporation 7.36 4/25/2002 1,985 0 1,985
2,750 0 2,750 Merrill Lynch & Company Incorporated 6.70 5/30/2001 2,750 0 2,750
2,375 0 2,375 Paine Webber Group Incorporated 6.36 6/26/2001 2,364 0 2,364
0 1,000 1,000 Goldman Sachs Group LP 6.20 12/15/2000 0 997 997
0 1,000 1,000 Merrill Lynch 6.50 04/01/2001 0 996 996
-----------------------------
7,099 1,993 9,092
Stone, Clay, Glass & Concrete Products
3,475 0 3,475 Newell Company 6.18 7/11/2000 3,475 0 3,475
Telephones & Telecommunications
0 1,000 1,000 Lucent Technologies 6.90 07/15/2001 0 1,001 1,001
Transportation By Air
4,000 0 4,000 Southwest Airlines Company 9.40 7/1/2001 4,080 0 4,080
Transportation Services
4,000 0 4,000 Daimler Chrysler 6.67 9/25/2001 3,945 0 3,945
Wholesale Trade-Nondurable Goods
1,750 0 1,750 Safeway Incorporated 7.00 9/15/2002 1,717 0 1,717
TOTAL CORPORATE BONDS & NOTES 109,853 14,291 124,144
YANKEE BONDS
0 1,000 1,000 General Motors Acceptance 5.50 01/14/2002 0 976 976
0 1,000 1,000 Household Finance 8.00 05/09/2005 0 1,010 1,010
-----------------------------
0 1,986 1,986
MUNICIPAL BONDS & NOTES
3,300 0 3,300 Connecticut State GO Bonds Taxable Series A 5.70 1/15/2001 3,272 0 3,272
2,215 0 2,215 Cow Creek Bank Umpqua Tribe of Indians AMBAC 6.20 7/1/2003 2,135 0 2,135
Insured
3,145 0 3,145 Denver CO City and County SD #1 Educational 6.34 12/15/2000 3,132 0 3,132
Facilities RV Taxable Pension School
Facilities Lease AMBAC insured
2,000 0 2,000 Hudson County NJ GO Bonds FSA insured 6.09 9/1/2005 1,929 0 1,929
2,005 0 2,005 Michigan State Taxable-Clean Initiative GO 6.75 11/1/2002 1,989 0 1,989
Bonds Series B
5,000 0 5,000 New York NY GO Bonds 6.10 8/1/2001 4,904 0 4,904
4,000 0 4,000 New York State GO Bonds Series C 6.13 3/1/2002 3,918 0 3,918
2,200 0 2,200 North Carolina State Taxable-Public 6.70 3/1/2001 2,189 0 2,189
Improvement GO Bonds Series B
2,590 0 2,590 Seattle WA GO Bonds Series B 7.10 1/15/2004 2,571 0 2,571
1,870 0 1,870 Washington State GO Bonds State Housing Trust 6.60 1/1/2001 1,864 0 1,864
Fund Series T
-----------------------------
27,903 0 27,903
U.S. GOVERNMENT AGENCY OBLIGATIONS
Federal Home Loan Bank
0 1,000 1,000 Federal Home Loan Bank 5.44 01/29/2002 0 979 979
0 2,000 2,000 Federal Home Loan Bank 6.08 07/08/2002 0 1,971 1,971
0 1,000 1,000 Federal Home Loan Bank 7.25 02/28/2003 0 1,001 1,001
0 1,000 1,000 Federal Home Loan Bank 7.25 05/13/2005 0 1,010 1,010
-----------------------------
0 4,961 4,961
Federal Home Loan Mortgage Corporation
4,000 0 4,000 FHLMC #1192 I 7.50 1/15/2007 3,995 0 3,995
83 0 83 FHLMC #410220 7.20 10/1/2025 83 0 83
3,634 0 3,634 FHLMC #786614 6.08 8/1/2025 3,491 0 3,491
5,011 0 5,011 FHLMC #786702 5.78 6/1/2029 4,904 0 4,904
486 0 486 FHLMC #845151 7.03 6/1/2022 496 0 496
156 0 156 FHLMC #846367 7.52 4/1/2029 160 0 160
5,000 0 5,000 FHLMC #2091 NA 5.50 3/15/2004 4,937 0 4,937
5,000 0 5,000 FHLMC #2091 PC 6.00 6/15/2016 4,793 0 4,793
0 1,000 1,000 FHLMC 6.25 10/15/2002 0 987 987
-----------------------------
22,859 987 23,846
Federal National Mortgage Association
153 0 153 FNMA #331866 7.54 12/1/2025 155 0 155
179 0 179 FNMA #318464 7.49 4/1/2025 182 0 182
188 0 188 FNMA #46698 6.89 12/1/2015 189 0 189
202 0 202 FNMA #220706 6.61 6/1/2023 204 0 204
504 0 504 FNMA #321051 6.97 8/1/2025 513 0 513
1,024 0 1,024 FNMA #155506 8.18 4/1/2022 1,046 0 1,046
1,611 0 1,611 FNMA #1994 M2 A 6.63 2/25/2001 1,601 0 1,601
1,892 0 1,892 FNMA #190815 6.21 7/1/2017 1,840 0 1,840
2,481 0 2,481 FNMA #519047 5.93 9/1/2029 2,488 0 2,488
14,502 0 14,502 FNMA #535236 6.00 9/1/2006 13,751 0 13,751
15,000 0 15,000 FNMA 5.38 3/15/2002 14,539 0 14,539
6,229 0 6,229 FNMA 1991 146 6,272 0 6,272
6,200 0 6,200 FNMA 1999-19 6,094 0 6,094
7,100 0 7,100 FNMA 1999-19 7,023 0 7,023
0 1,000 1,000 FNMA, MTN 5.41 02/04/2002 0 975 975
0 1,000 1,000 FNMA, MTN 6.50 09/05/2002 0 987 987
-----------------------------
55,897 1,962 57,859
Government National Mortgage Association
4,353 0 4,353 GNMA #780533 7.00 7/15/2008 4,243 0 4,243
Small Business Administration
30 0 30 SBA #501973 10.63 12/25/2001 31 0 31
49 0 49 SBA #500276 10.88 5/25/2007 53 0 53
54 0 54 SBA #500025 8.88 12/25/2010 56 0 56
55 0 55 SBA #502974 9.63 1/25/2010 58 0 58
64 0 64 SBA #502083 8.88 11/25/2004 66 0 66
75 0 75 SBA #502966 10.23 5/25/2015 81 0 81
78 0 78 SBA #500569 10.88 6/25/2008 84 0 84
88 0 88 SBA #502241 8.88 4/25/2003 89 0 89
109 0 109 SBA #500299 10.88 6/25/2007 117 0 117
163 0 163 SBA #502583 10.23 9/25/2003 168 0 168
278 0 278 SBA #501224 7.75 6/25/2015 286 0 286
283 0 283 SBA #500957 9.25 7/25/2014 300 0 300
316 0 316 SBA #500664 8.88 3/25/2004 324 0 324
527 0 527 SBA #503405 9.38 5/25/2013 562 0 562
856 0 856 SBA #503664 9.47 1/25/2013 910 0 910
1,043 0 1,043 SBA #503658 10.13 9/25/2010 1,120 0 1,120
1,708 0 1,708 SBA #503611 8.88 12/25/2021 1,807 0 1,807
-----------------------------
6,112 0 6,112
Tennessee Valley Authority
3,020 0 3,020 TVA 6.24 7/15/2045 2,978 0 2,978
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS 92,091 7,910 100,001
U.S. TREASURY OBLIGATIONS
0 1,000 1,000 U.S. Treasury Notes 6.38 09/30/2001 0 999 999
0 1,000 1,000 U.S. Treasury Notes 6.13 12/31/2001 0 996 996
0 1,000 1,000 U.S. Treasury Notes 6.25 01/31/2002 0 998 998
-----------------------------
0 2,993 2,993
SHORT-TERM INVESTMENTS
5,509 0 5,509 Banc of America Securities LLC Pooled 5,509 0 5,509
0 919,181 919,181 SEI Daily Income Trust Money Market Portfolio 0 919 919
0 71,174 71,174 SEI Daily Income Trust Prime Obligation
Portfolio 0 71 71
-----------------------------
5,509 990 6,499
SUB-TOTALS $ 336,682 $ 28,170 $364,852
PORTION OF CORE PORTFOLIO NOT OWNED BY STABLE
INCOME FUND (133,887) 0(133,887)
TOTAL INVESTMENTS, AT MARKET VALUE $ 202,795 $ 28,170 $230,965
=============================
TOTAL INVESTMENTS, AT COST $ 205,090 $ 28,596 $233,686
=============================
</TABLE>
<PAGE>
PART C
OTHER INFORMATION
Item 15. INDEMNIFICATION.
Under the terms of the Amended and Restated Declaration of Trust of the
Registrant, incorporated by reference as Exhibit 1 hereto, provides for the
indemnification of the Registrant's Trustees, officers, employees and agents.
The following sections of Article IX provide as follows:
Section 1. Limitation of Liability. All persons contracting with or
having any claim against the Trust or a particular Series shall look only to the
assets of the Trust or such Series, respectively, for payment under such
contract or claim; and neither the Trustees nor any of the Trust's officers,
employees or agents, whether past, present or future (each a "Covered Person,"
and collectively the "Covered Persons"), shall be personally liable therefor.
No Covered Person shall be liable to the Trust or to any Shareholder for any
loss, damage or claim incurred by reason of any act performed or omitted by such
Covered Person in good faith on behalf of the Trust, a Series or a Class, and in
a manner reasonably believed to be within the scope of authority conferred on
such Covered Person by this Declaration, except that a Covered Person shall be
liable for any loss, damage or claim incurred by reason of such Covered Person's
bad faith, gross negligence, willful misconduct or reckless disregard of the
duties involved in the conduct of his or her office.
Section 2. Mandatory Indemnification. (a) Subject only to the express
limitations in the 1940 Act or other applicable laws, the Trust or the
appropriate Series shall indemnify each of its Covered Persons to the fullest
extent permitted under the 1940 Act and other applicable laws, including:
(i) against all liabilities and expenses reasonably incurred or paid
by him or her in connection with any claim, action, suit or proceeding in which
he or she becomes involved as a party or otherwise by virtue of his or her being
or having been a Covered Person and against amounts paid or incurred in the
settlement thereof
(ii) As used herein, the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or proceedings (civil,
criminal or other, including appeals), actual or threatened, and the words
"liability" and "expenses" shall include, without limitation, reasonable
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.
(b) The rights of indemnification herein provided may be insured against by
policies of insurance maintained by the Trust, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now or
hereafter be entitled, and shall inure to the benefit of the heirs, executors
and administrators of a Covered Person.
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(c) To the maximum extent permitted by the 1940 Act and other applicable
laws, expenses in connection with the preparation and presentation of a defense
to any claim, action, suit or proceeding of the character described in
subsection (a) of this Section shall be paid by the Trust or applicable Series
from time to time prior to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person that such amount will be paid
over by him or her to the Trust or applicable Series if it is ultimately
determined that he or she is not entitled to indemnification under this Section;
provided, however, that either (i) such Covered Person shall have provided
appropriate security for such undertaking, (ii) the Trust is insured against
losses arising out of any such advance payments or (iii) either a majority of
the Trustees who are neither Interested Persons of the Trust nor parties to the
matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a full
trial-type inquiry) that there is reason to believe that such Covered Person
will not be disqualified from indemnification under this Section; provided,
however, that the Trust shall not be obligated to pay the expenses of any agent
acting pursuant to a written contract with the Trust, except to the extent
required by such contract;
(d) Any repeal or modification of this Article IX shall be prospective
only, to the extent that such repeal or modification would, if applied
retrospectively, affect any limitation on the liability of any Covered Person in
an a manner that would be adverse to such Covered Person or affect any
indemnification available to any Covered Person in a manner that would be
adverse to such Covered Person with respect to any act or omission which
occurred prior to such repeal, modification or adoption.
Item 16. EXHIBITS.
All references to the "Registration Statement" in the following list of
Exhibits refer to the Registrant's Registration Statement on Form N-1A (File
Nos. 333-74295; 811-09253).
Exhibit Number Description
(1) Amended and Restated Declaration of Trust dated August 19,
1999, is incorporated by reference to Post-Effective Amendment
No. 8 to the Registration Statement, filed on December 17,
1999.
(2) Not applicable
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization, filed herewith.
(5) Not Applicable.
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<PAGE>
Exhibit Number Description
(6)(a) Investment Advisory Agreement between the Registrant and Wells
Fargo Bank, N.A., dated November 8, 1999, is incorporated by
reference to Post-Effective Amendment No. 16 to the
Registration Statement, filed on October 30, 2000.
(6)(b) Sub-Advisory Agreement between the Registrant, Wells Fargo
Bank, N.A. and Barclays Global Fund Advisors, dated November
8, 1999, is incorporated by reference to Post-Effective
Amendment No. 16 to the Registration Statement, filed on
October 30, 2000.
(6)(c) Sub-Advisory Agreement between the Registrant, Wells Fargo
Bank, N.A. and Dresdner RCM Global Investors LLC, dated July
25, 2000, is incorporated by reference to Post-Effective
Amendment No. 16 to the Registration Statement, filed on
October 30, 2000.
(6)(d) Sub-Advisory Agreement between the Registrant, Wells Fargo
Bank, N.A. and Galliard Capital Management, Inc., dated
November 8, 1999, is incorporated by reference to Post-
Effective Amendment No. 16 to the Registration Statement,
filed on October 30, 2000.
(6)(e) Sub-Advisory Agreement between the Registrant, Wells Fargo
Bank, N.A. and Peregrine Capital Management, Inc., dated
November 8, 1999, is incorporated by reference to Post-
Effective Amendment No. 16 to the Registration Statement,
filed on October 30, 2000.
(6)(f) Sub-Advisory Agreement between the Registrant, Wells Fargo
Bank, N.A. and Schroder Investment Management North America,
Inc., dated November 8, 1999, is incorporated by reference to
Post-Effective Amendment No. 16 to the Registration Statement,
filed on October 30, 2000.
(6)(g) Sub-Advisory Agreement between the Registrant, Wells Fargo
Bank, N.A. and Smith Asset Management Group, L.P., dated
November 8, 1999 as amended July 25, 2000, is incorporated by
reference to Post-Effective Amendment No. 16 to the
Registration Statement, filed on October 30, 2000.
(6)(h) Sub-Advisory Agreement between the Registrant, Wells Fargo
Bank, N.A. and Wells Capital Management Incorporated, dated
November 8, 1999, is incorporated by reference to Post-
Effective Amendment No. 16 to the Registration Statement,
filed on October 30, 2000.
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<PAGE>
Exhibit Number Description
(7) Distribution Agreement with Stephens Inc. and form of Selling
Agreement, is incorporated by reference to Post-Effective
Amendment No. 16 to the Registration Statement, filed on
October 30, 2000.
(8) Not Applicable.
(9)(a) Custody Agreement between Registrant and Wells Fargo Bank
Minnesota, N.A. dated November 8, 1999, as amended July 25,
2000, is incorporated by reference to Post-Effective Amendment
No. 16 to the Registration Statement, filed on October 30,
2000.
(9)(b) Custody Agreement between Registrant and Barclays Global
Investors, dated November 8, 1999 as amended July 25, 2000, is
incorporated by reference to Post-Effective Amendment No. 16
to the Registration Statement, filed on October 30, 2000.
(10) Distribution Plan adopted under Rule 12b-1 of the 1940 Act,
dated November 8, 1999, is incorporated by reference to Post-
Effective Amendment No. 16 to the Registration Statement,
filed on October 30, 2000.
(11) Opinion and Consent of Counsel - Morrison & Foerster LLP,
filed herewith.
(12) See Item 17(3) of this Part C.
(13)(a) Fee and Expense Agreement between Registrant and Wells Fargo
Bank, N.A. dated July 25, 2000, is incorporated by reference
to Post-Effective Amendment No. 16 to the Registration
Statement, filed on October 30, 2000.
13(b) Administration Agreement between Registrant and Wells Fargo
Bank, N.A., dated November 8, 1999, is incorporated by
reference to Post-Effective Amendment No. 16 to the
Registration Statement, filed on October 30, 2000.
13(c) Transfer Agency and Service Agreement between Registrant and
Boston Financial Data Services, Inc., dated November 8, 1999,
is incorporated by reference to Post-Effective Amendment No.
16 to the Registration Statement, filed on October 30, 2000.
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<PAGE>
Exhibit Number Description
(14)(a) Consent of Independent Auditors of Wells Fargo Funds Trust -
KPMG LLP to the use of the reports dated July 10, 2000 for the
Wells Fargo Income and Stable Income Funds, and August 7, 2000
for the Wells Fargo National Tax-Free Fund, filed herewith.
The consent to use the report concerning the audited financial
statements as of September 30, 2000 for the Wells Fargo Asset
Allocation and Growth Funds will be filed by amendment.
(14)(b) Consent of Independent Auditors of The Achievement Funds
Trust -Deloitte & Touche LLP, filed herewith.
(15) Not Applicable.
(16) Powers of Attorney, filed herewith.
(17) Form of Proxy Ballot, filed herewith.
ITEM 17. UNDERTAKINGS.
(1) Wells Fargo 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.
(3) The undersigned Registrant agrees to file, by post-effective amendment, an
opinion of counsel or a copy of an IRS ruling supporting the tax
consequences of the Reorganization within a reasonably prompt time after
receipt of such opinion or ruling, but in any event no later than one
business day after consummation of the Reorganization.
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<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 3rd day
of November, 2000.
WELLS FARGO FUNDS TRUST
By: /s/ Christopher Bellonzi
________________________
Christopher Bellonzi
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective
Amendment to the Registration Statement on Form N-14 has been signed by the
following persons in the capacities and on the 3rd day of November, 2000.
SIGNATURES TITLE
________________________________ President and/or Principal Executive
Michael J. Hogan* Officer
________________________________ Treasurer and/or Principal Financial
Karla M. Rabusch* Officer
A Majority of the Trustees*
Robert C. Brown Trustee
Donald H. Burkhardt Trustee
Jack S. Euphrat Trustee
Thomas S. Goho Trustee
Peter G. Gordon Trustee
W. Rodney Hughes Trustee
Richard M. Leach Trustee
J. Tucker Morse Trustee
Timothy J. Penny Trustee
Donald C. Willeke Trustee
*By: /s/ Christopher Bellonzi
__________________________
Christopher Bellonzi
(Attorney-in-Fact)
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<PAGE>
WELLS FARGO FUNDS TRUST
N-14 Exhibit Index
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4 Form of Agreement and Plan of Reorganization.
11 Opinion and Consent of Counsel - Morrison & Foerster LLP.
14(a) Independent Auditors' Consent - KPMG LLP.
14(b) Independent Auditors' Consent - Deloitte & Touche LLP.
16 Powers of Attorney
17 Form of Proxy Ballot
</TABLE>
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