[MORRISON & FOERSTER LLP LETTERHEAD]
Writer's Direct Dial Number
(202) 887-1530
June 30, 2000
VIA EDGAR
Linda Stirling
Division of Investment Management, Disclosure Review
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Wells Fargo Funds Trust, Registration Statement Filed on
Form N-14 SEC File Nos. 333-38424; 811-09253
Dear Ms. Stirling:
In accordance with our discussion today, on behalf of Wells Fargo
Funds Trust (the "Trust") (SEC File No. 333-74295; 811-09253), an investment
company registered under the Investment Company Act of 1940 (the "1940 Act"), we
hereby provide the following information in connection with the Trust's
registration statement filed on Form N-14 of an indefinite number of securities
filed on June 2, 2000 (SEC File No. 333- 38424; Accession No.
0000929624-00-000797).
As a third undertaking, the Trust hereby agrees to file, by post-effective
amendment, an opinion of counsel or a copy of an IRS ruling stating that each
reorganization is a tax-free reorganization under Section 368(a) of the Internal
Revenue Code of 1986 (the "Code"), and that each Great Plains Fund and its
corresponding Wells Fargo Fund is a party to a reorganization within the meaning
of Section 368(b) of the Code. The Trust also hereby agrees to file such tax
opinion within a reasonably prompt time after receipt of such opinion, and in
any event no later than one business day after consummation of the
reorganization.
This undertaking should be viewed as Undertaking No. 3 to Item 17 of Part
C of the registration statement on Form N-14 referenced above.
If you have any questions or comments regarding this matter, please
contact the undersigned at the number set forth above.
Sincerely,
/s/ Marco E. Adelfio
Marco E. Adelfio
cc: Dorothy A. Peters
