WELLS FARGO FUNDS TRUST
485APOS, 2000-05-10
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<S><C><C>
                     As filed with the Securities and Exchange Commission
                                 on May 10, 2000
                      Registration No. 333-74295; 811-09253

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment
                                    No. ___
                       Post-Effective Amendment No. 10 x
                                      -----

                                       And

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                     ------
                               Amendment No. 11 x
                                      -----
                            ------------------------

                             WELLS FARGO FUNDS TRUST
               (Exact Name of Registrant as specified in Charter)
                                111 Center Street
                           Little Rock, Arkansas 72201
          (Address of Principal Executive Offices, including Zip Code)
                           --------------------------

       Registrant's Telephone Number, including Area Code: (800) 643-9691
                              Richard H. Blank, Jr.
                                c/o Stephens Inc.
                                111 Center Street
                           Little Rock, Arkansas 72201
                     (Name and Address of Agent for Service)
                                 With a copy to:
                             Robert M. Kurucza, Esq.
                             Marco E. Adelfio, Esq.
                             Morrison & Foerster LLP
                          2000 Pennsylvania Ave., N.W.
                             Washington, D.C. 20006

It is proposed that this filing will become effective (check appropriate box):

      Immediately upon filing pursuant to Rule 485(b), or
- ----

      on _________ pursuant to Rule 485(b)
- ----

      60 days after filing pursuant to Rule 485(a)(1), or
- ----

      on _________ pursuant to Rule 485(a)(1)
- ----

 x    75 days after filing pursuant to Rule 485(a)(2), or
- ---

      on ___________pursuant to Rule 485(a)(2)
- ----

If appropriate, check the following box:

this  post-effective  amendment designates a new effective date for a previously
      filed post-effective amendment.




<PAGE>


                             WELLS FARGO FUNDS TRUST
                              Cross Reference Sheet


Form N-1A Item Number

Part A                      Prospectus Captions

 1                          Front and Back Cover Pages
 2                          Objectives and Principal Strategies
                            Important Risks
 3                          Summary of Expenses
                            Example of Expenses
 4                          Objectives and Principal Strategies
                            Important Risks
                            See Individual Fund Summaries
                            General Investment Risks
 5                          Not applicable
 6                          Organization and Management of the Funds
 7                          Your Account
                            How to Buy Shares
                            How to Sell Shares
                            Exchanges
                            Dividends and Distributions
                            Taxes
 8                          Distribution Plan
                            Exchanges
 9                          See Individual Fund Summaries

Part B                      Statement of Additional Information Captions

10                          Cover Page and Table of Contents
11                          Historical Fund Information
                            Cover Page
12                          Investment Restrictions
                            Additional Investment Policies
                            Risk Factors
13                          Management
14                          Capital Stock
15                          Management
16                          Portfolio Transactions
17                          Capital Stock
18   Determination of Net Asset Value
                            Additional Purchase and Redemption Information
19                          Federal Income Taxes
20                          Management
21                          Performance Calculations
22                          Financial Information

Part C                      Other Information

23-30                       Information required to be included in Part C is set
                            forth under the appropriate Item, so numbered, in Part
                            C of this Document.


<PAGE>




                                EXPLANATORY NOTE

         This   Post-Effective   Amendment  No.  10  (the  "Amendment")  to  the
Registration  Statement of Wells Fargo Funds Trust (the  "Trust") is being filed
to register the new Technology,  [Nasdaq 100 Tilt], and Nebraska Tax-Free Funds,
and  to  make  certain  other  non-material  changes  to  the  prospectuses  and
statements of additional information for these funds.




<PAGE>


                                                    42
                                                       JULY 24, 2000


             Wells Fargo Stock Funds
                  Prospectus


                           Please  read this  Prospectus  and keep it for future
                           reference.   It  is  designed  to  provide  you  with
                           important  information  and to help you  decide  if a
                           Fund's goals match your own.

Technology Fund            These securities have not been approved
  Class A, Class B,        or disapproved by the U.S. Securities and
      and Class C          Exchange Commission ("SEC"),
                           nor has the SEC passed upon the
                           accuracy or adequacy of this Prospectus.
                           Any representation to the contrary is a
                           criminal offense.

                           Fund shares are NOT deposits or other obligations of,
                           or issued,  endorsed  or  guaranteed  by Wells  Fargo
                           Bank,  N.A.  ("Wells  Fargo  Bank")  or  any  of  its
                           affiliates. Fund shares are NOT insured or guaranteed
                           by the U.S. Government, the Federal Deposit Insurance
                           Corporation   ("FDIC")  or  any  other   governmental
                           agency.  AN  INVESTMENT  IN A FUND  INVOLVES  CERTAIN
                           RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.




<PAGE>



  INSIDE FRONT COVER


<PAGE>


  TABLE OF CONTENTS

Overview                              Objective and Principal
                                         Strategies
This section contains                 Summary of Important Risks
important summary                     Summary of Expenses
information about the                 Key Information
Funds.

The Funds                             Technology Fund
                                      General Investment Risks
This section contains                 Organization and Management
important information                    of the Fund
about the individual
Funds.


Your Investment                       A Choice of Share Classes
                                      Reduced Sales Charges
Turn to this section for  Exchanges  information  on how to Your Account open an
account and how How to Buy Shares to buy,  sell and  exchange How to Sell Shares
Fund shares.



                                      Additional Services and
                                         Other Information
                                      Glossary



<PAGE>


Wells Fargo Technology Fund Overview

Objective
Seeks long-term capital appreciation.

Principal Strategies
We  normally  invest at least 65% of the Fund's  total  assets in  domestic  and
foreign technology  companies.  Technology companies are companies with revenues
primarily   generated  in  relation  to   technology   products  and   services.
Technology-related  industries  include the computer,  software,  communications
equipment and services,  semi-conductor,  healthcare,  biotechnology and defense
and aerospace industries.

Summary of Important Risks

   This section summarizes important risks that are common to the Fund described
   in this Prospectus, and important risks that relate specifically to the Fund.
   Both are important to your investment  choice.  Additional  information about
   these and other risks is included in:

o the  individual  Fund  Descriptions  later  in this  Prospectus;  o under  the
"General  Investment  Risks"  section  beginning on page 11; and o in the Fund's
Statement of Additional Information.

   An  investment  in a Fund is not a  deposit  of Wells  Fargo  Bank and is not
   insured  or  guaranteed  by the FDIC or any other  government  agency.  It is
   possible to lose money by investing in a Fund.

   Common Risks for the Fund

   Equity Securities.  The Fund invests in equity securities,  which are subject
   to equity market risk.  This is the risk that stock prices will fluctuate and
   can decline and reduce the value of the Fund's  portfolio.  Certain  types of
   stock and certain  individual  stocks  selected for the Fund's  portfolio may
   underperform  or  decline  in value more than the  overall  market.  The Fund
   invests in foreign  companies  (including  investments  made through American
   Depositary Receipts and similar instruments), which are subject to additional
   risks,  including  less  liquidity and greater price  volatility.  The Fund's
   investment in foreign  companies is also subject to special risks  associated
   with international  investing,  including  currency,  political,  regulatory,
   information and diplomatic risks.

   Fund-Specific Risks

   The Fund  invests a  relatively  high  percentage  of its assets in a limited
   number  of  issuers  and  is  therefore  considered  to  be  non-diversified.
   Non-diversified  funds are more susceptible to financial,  market or economic
   events  affecting  the  particular  issuers and industry  sectors in which it
   invests.  The Fund invests in domestic and foreign  securities  of technology
   companies.  Technology  company stocks are highly  volatile,  and a portfolio
   invested in these  securities has a higher degree of risk  associated with it
   than more broadly invested equity funds.  Investments in smaller,  "start-up"
   companies  may  suffer  more  significant  losses - as well as  realize  more
   substantial  growth - than larger or more  established  issuers.  Significant
   losses may result  from lack of depth of  management,  inability  to generate
   funds necessary for growth or potential  development,  and  competition  from
   larger or more  established  companies.  Smaller or newer  companies may have
   more limited trading markets,  and may be subject to wide price fluctuations.
   Foreign  company stocks involve  special risks,  including  generally  higher
   commission   rates,   and  political,   social  and  monetary  or  diplomatic
   developments  that  could  effect  U.S.  investments  in  foreign  countries.
   Additionally,  dispositions of foreign  securities and dividends and interest
   payable on those securities may be subject to foreign taxes.



   Performance History

   The Fund has been in operation for less than one calendar year, and therefore
   the performance  information shown represents performance of the Dresdner RCM
   Global Technology Fund, an open end management investment company operated by
   the Fund's sub-advisor in a substantially identical manner to this Fund.


                                   [BAR CHART]


   Total Returns for Period Ended 12/31/991

                                   1996 26.41%
                                   1997 27.08%
                                   1998 61.05%
                                  1999 182.58%

                                                                                        Annualized
                                                                        --------------------------
                                                         4th Qtr                                       Since
                                                           1999           1 Yr          3 Yr         Inception
Global Technology Fund Class I2                           82.82%         182.95%       79.85%          64.43%
Global Technology Fund Class N                            82.74%         182.58%       79.50%          64.38%
Lipper Science & Technology Fund Index                    57.13%         113.90%       50.22%          40.88%

Performance data quoted represents past  performance.  The 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.



<PAGE>



  Summary of Expenses

  These  tables  are  intended  to help you  understand  the  various  costs and
  expenses you will pay as a shareholder in a Fund.  These tables do not reflect
  charges that may be imposed in  connection  with an account  through which you
  hold Fund shares.

- -------------------------------------- --------------- ---------------- --------------

                                       Technology      Technology Fund  Technology
Shareholder Fees                       Fund                             Fund
                                       --------------- ---------------- --------------
                                       Class A         Class B          Class C
- --------------------------------------
                                       --------------- ---------------- --------------
Maximum sales charge (load)
   imposed on purchases (as a
percentage of
   offering price)                     5.75%           None             None
- -------------------------------------- --------------- ---------------- --------------
Maximum deferred sales charge (load)
   (as a percentage of the lower of    None            5.00%            1.00%
  the Net Asset Value ("NAV") at
  purchase or the NAV at redemption)
- -------------------------------------- --------------- ---------------- --------------


Annual Fund Operating Expenses (Expenses that are deducted from
   Fund Assets)

- ----------------------- ---------------------------

                             Technology Fund
                        ---------------------------
                        --------- -------- --------
                         Class     Class    Class
                           A         B        C
- -----------------------
                        --------- -------- --------
Management Fees          1.10%     1.10%    1.10%
- ----------------------- --------- -------- --------
- ----------------------- --------- -------- --------
Distribution (12b-1)     0.00%     0.75%    0.75%
Fees
- ----------------------- --------- -------- --------
Other Expenses1          0.96%     0.96%    0.96%
- ----------------------- --------- -------- --------
TOTAL ANNUAL FUND
   OPERATING
   EXPENSES              2.06%     2.81%    2.81%
- ----------------------- --------- -------- --------
Fee Waivers2             0.31%     0.31%    0.31%
- ----------------------- --------- -------- --------
NET EXPENSES             1.75%     2.50%    2.50%
- ----------------------- --------- -------- --------


- --------------------------------

1 Other expenses are based on estimated amounts for the current fiscal year.

2 Fee  waivers  are  contractual  and apply  for a minimum  of one year from the
  commencement of operations of the Fund and remain in effect  thereafter  until
  such time as the Board of Trustees acts to reduce or eliminate such waivers.


Example of Expenses
These  examples are intended to help you compare the cost of investing in a Fund
with the cost of investing in other mutual  funds.  The examples  assume a fixed
rate of return and the fund  operating  expenses  remain the same.  Your  actual
costs may be higher or lower than those shown.

You would pay the  following  expenses  on a $10,000  investment  assuming  a 5%
annual return and that you redeem your shares at the end of each period:

- --------------- ------------------------

===============
                    Technology Fund
                ------------------------
                ------- ------- --------
                Class   Class    Class
                  A       B        C
- ---------------
                ------- ------- --------
1 YEAR          $       $        $353
                 743     753
- --------------- ------- ------- --------
3 YEARS         $1,155  $1,142   $842
- --------------- ------- ------- --------

You would pay the  following  expenses  on a $10,000  investment  assuming  a 5%
annual  return and that you do NOT redeem  your shares at the end of the periods
shown:

- --------------- ------------------------

                    Technology Fund
                ------------------------
                ------- ------- --------
                Class   Class    Class
                  A       B        C
- ---------------
                ------- ------- --------
1 YEAR          $        $253    $253
                 743
- --------------- ------- ------- --------
3 YEARS         $1,155   $842    $842
- --------------- ------- ------- --------



<PAGE>


Key Information

Important information you should look for as you decide to invest in a Fund:
The summary information on the previous pages is designed to provide you with an
overview of the Fund. The sections that follow provide more detailed information
about the investments and management of the Fund.

Investment Objective and Investment Strategies
The investment objective of the Fund in this Prospectus is non-fundamental, that
is, it can be changed by a vote of the Board of Trustees  alone.  The objectives
and strategies  descriptions for the Fund tell you: o what the Fund is trying to
achieve; o how we intend to invest your money; and o what makes a Fund different
from the other Funds offered in this Prospectus.

Permitted Investments
A summary of the Fund's key permitted investments and practices.

Important Risk Factors
Describes the key risk factors for the Fund, and includes risks described in the
"Summary of Important Risks" and "General Investment Risks" sections.

Words appearing in italicized  print and highlighted in color are defined in the
Glossary.




<PAGE>



Technology Fund

Investment Advisor:                         Wells Fargo Bank, N.A.

Investment Sub-Advisor:                     Dresdner RCM Global Investors LLC

Investment Objective
The  Technology  Fund seeks  long term  capital  appreciation  by  investing  in
domestic and foreign equity securities of technology companies.

Investment Strategies
We  actively  manage  a  non-diversified   portfolio  of  equity  securities  of
technology  companies  operating  (organized or headquartered) in at least three
countries,  including the U.S. Technology  companies are companies with revenues
primarily   generated  in  relation  to   technology   products  and   services.
Technology-related  industries  include the computer,  software,  communications
equipment and services,  semi-conductor,  healthcare,  biotechnology and defense
and aerospace industries.

We  evaluate  the  fundamental  value and  prospects  for  growth of  individual
companies and focus on technology companies that we expect will have higher than
average  rates of growth and  strong  potential  for  capital  appreciation.  We
develop forecasts of economic growth,  inflation, and interest rates that we use
to identify  regions and individual  countries that are likely to offer the best
investment opportunities.

Permitted Investments
Under normal market conditions, we invest:

o  primarily  in  equity  securities  of  companies   operating   (organized  or
headquartered)  in at least three countries,  including the U.S.; o up to 50% of
total  assets  in  foreign  securities;  o up to 25% of total  assets in any one
foreign country,  although investments in Japan may exceed this limitation; o in
issuers with an average market  capitalization of $500 million or more, although
we may invest up to 15% of total assets in
     equity securities of issuers with market capitalization below $100 million; and
o    in equity securities  including common stocks, and preferred stocks, and in
     warrants,   convertible  debt  securities,   American  Depositary  Receipts
     ("ADRs"),    Government   Depositary   Receipts   ("GDRs")   (and   similar
     instruments),  shares of other mutual funds,  and regular shares of foreign
     companies  traded  and  settled  on  U.S.  exchanges  and  over-the-counter
     markets.

We may hedge the portfolio's  foreign currency exposure by purchasing or selling
foreign currency futures and forward foreign currency contracts.

We may temporarily hold assets in cash or in money market instruments, including
U.S.  Government  obligations,  shares  of other  mutual  funds  and  repurchase
agreements,  or make other short-term investments,  either to maintain liquidity
or for short-term defensive purposes when we believe it is in the best interests
of shareholders to do so. We may also, for temporary defensive purposes,  invest
without limit in cash,  short-term debt and equity securities of U.S.  companies
when we believe it is in the best  interests of  shareholders  to do so.  During
these  periods,  the Fund may not achieve  its  objective  of long term  capital
appreciation.

Important Risk Factors
The Fund reserves the right to concentrate  its investments in a single industry
or industries,  typically technology and  technology-related  companies.  In the
past,  technology  common  stocks  have  experienced  extreme  price and  volume
fluctuations that have often been unrelated to the operating performance of such
companies,  and a portfolio  invested in these securities has a higher degree of
risk associated with it than more broadly invested equity funds. Non-diversified
funds are more susceptible to financial, market or economic events affecting the
particular issuers and industry sectors in which it invests.

Because the Fund focuses its  investments  in technology  companies,  it will be
more  susceptible  than more  diversified  funds to market and other  conditions
affecting  technology  companies.  In the past,  technology  common  stocks have
experienced extreme price and volume fluctuations that have often been unrelated
to the operating  performance  of such  companies,  and a portfolio  invested in
these  securities  has a higher  degree  of risk  associated  with it than  more
broadly invested equity funds.  Foreign company stocks may lose value or be more
difficult to trade as a result of adverse changes in currency  exchange rates or
other  developments  in the issuer's home  country.  Larger  investments  in any
single country would make the Fund's value more sensitive to economic,  currency
and regulatory changes within that country.

You should  consider  the "Summary of  Important  Risks"  section on page 4, the
"General  Investment Risks" section beginning on page 11, and the specific risks
listed here. They are all important to your investment choice.



<PAGE>


General Investment Risks

Understanding  the risks involved in mutual fund investing will help you make an
informed  decision that takes into account your risk tolerance and  preferences.
You should carefully consider the risks common to investing in all mutual funds,
including  the Wells Fargo Funds.  Certain  common risks are  identified  in the
"Summary  of  Important  Risks"  section on page 4. Other  risks of mutual  fund
investing include the following:

o Unlike bank deposits,  such as CDs or savings  accounts,  mutual funds are not
insured  by the FDIC.  o We cannot  guarantee  that we will meet our  investment
objectives.
o    We do not guarantee the  performance  of a Fund, nor can we assure you that
     the market value of your  investment  will not  decline.  We will not "make
     good" any investment  loss you may suffer,  nor can anyone we contract with
     to provide certain services, such as selling agents or investment advisors,
     offer or promise to make good any such losses.
o    Share prices -- and therefore the value of your investment -- will increase
     and decrease  with changes in the value of the  underlying  securities  and
     other investments. This is known as price volatility.
o    Investing in any mutual fund, including those deemed conservative, involves
     risk, including the possible loss of any money you invest.
o An  investment  in a single Fund,  by itself,  does not  constitute a complete
investment plan.
o    The  Technology  Fund  invests  in  smaller  companies,  foreign  companies
     (including  investments  made through ADRs and similar  instruments) and is
     subject to additional  risks,  including  less  liquidity and greater price
     volatility.  A Fund's investment in foreign  securities may also be subject
     to special risks associated with international  trade,  including currency,
     political, regulatory and diplomatic risk.
o    The Funds may also use certain derivative  instruments,  such as options or
     futures  contracts.   The  term  "derivatives"  covers  a  wide  number  of
     investments,  but in general it refers to any  financial  instrument  whose
     value is derived, at least in part, from the price of another security or a
     specified  index,  asset or rate. Some derivatives may be more sensitive to
     interest  rate  changes or market  moves,  and some may be  susceptible  to
     changes in yields or values due to their structure or contract terms.

Investment practices and risk levels are carefully  monitored.  Every attempt is
made to ensure that the risk exposure for the Fund remains within the parameters
of its objective.

What  follows  is a  general  list of the  types  of risks  (some  of which  are
described previously) that may apply to a given Fund and a table showing some of
the  additional  investment  practices  that  the  Fund  may use  and the  risks
associated with them. Additional  information about these practices is available
in the Statement of Additional Information.

Counter-Party Risk -- The risk that the other party in a repurchase agreement or
other transaction will not fulfill its contract obligation.

Concentration  Risk -- The risk  that  investing  portfolio  assets  in a single
industry  or  industries  exposes the  portfolio  to greater  loss from  adverse
changes affecting the industry.

Credit  Risk -- The risk that the  issuer of a debt  security  will be unable to
make  interest  payments  or repay  principal  on  schedule.  If an issuer  does
default,  the affected  security could lose all of its value, or be renegotiated
at a lower interest rate or principal  amount.  Affected  securities  might also
lose liquidity. Credit risk also includes the risk that a party in a transaction
may not be able to complete the transaction as agreed.

Currency Risk-- The risk that a change in the exchange rate between U.S. dollars
and a foreign  currency may reduce the value of an investment made in a security
denominated in that foreign currency.

Diplomatic  Risk--The risk that an adverse  change in the  diplomatic  relations
between  the  United  States  and  another  country  might  reduce  the value of
liquidity of investments in either country.

General Investment Risks (Cont'd)

Experience Risk--The risk presented by a new or innovative security. The risk is
that  insufficient  experience exists to forecast how the security's value might
be affected by various economic conditions:

Information   Risk--The  risk  that  information  about  a  security  is  either
unavailable, incomplete or is inaccurate.

Interest Rate Risk--The risk that changes in interest rates can reduce the value
of an existing security. Generally, when interest rates increase, the value of a
debt security  decreases.  The effect is usually more  pronounced for securities
with longer dates to maturity.

Leverage Risk--The risk that an investment  practice,  such as lending portfolio
securities  or  engaging  in  forward   commitment  or  when  issued  securities
transactions,  may increase a Fund's exposure to market risk, interest rate risk
or other risks by, in effect, increasing assets available for investment.

Liquidity  Risk--The risk that a security cannot be sold at the time desired, or
cannot be sold without adversely affecting the price.

Market Risk--The risk that the value of a stock,  bond or other security will be
reduced by market activity. This is a basic risk associated with all securities.

Non-Diversification  Risk  --  The  risk  that,  because  the  proportion  of  a
non-diversified fund's assets that may be invested in the securities of a single
issuer is not limited by the  Investment  Company Act of 1940 (the "1940  Act"),
greater  investment  in a  single  issuer  makes  a  fund  more  susceptible  to
financial,  economic or market  events  impacting the issuer.  (A  "diversified"
investment company is required by the 1940 Act generally, with respect to 75% of
its total assets, to invest not more than 5% of such assets in the securities of
a single issuer.)

Political  Risk--The risk that political  actions,  events or instability may be
unfavorable for investments made in a particular  nation's or region's industry,
government or markets.

Prepayment  Risk--The risk that consumers will  accelerate  their  prepayment of
mortgage  loans or other  receivables,  which  can  shorten  the  maturity  of a
mortgage-backed or other asset-backed security, and reduce a portfolio's return.

Regulatory Risk--The risk that changes in government  regulations will adversely
affect the value of a security.  Also the risk that an insufficiently  regulated
market might permit inappropriate trading practices.




<PAGE>



General Investment Risks (Cont'd)

In addition to the general risks discussed above, you should carefully  consider
and evaluate any special risks that may apply to investing in a particular Fund.
See the "Important Risk Factors" section in the summary for the Fund. You should
also see the  Statement of Additional  Information  for  additional  information
about the investment practices and risks particular to the Fund.

Investment Practice/Risk

The following  table lists some of the  additional  investment  practices of the
Fund,  including some not disclosed in the  Investment  Objective and Investment
Strategies sections of the Prospectus. The risks indicated after the description
of the practice are NOT the only potential risks  associated with that practice,
but are among the more  prominent.  Market  risk is  assumed  for each.  See the
Investment Objective and Investment  Strategies for the Fund or the Statement of
Additional Information for more information on these practices.

Investment  practices  and risk levels are  carefully  monitored.  We attempt to
ensure that the risk exposure for the Fund remains  within the parameters of its
objective.

Remember,   the  Fund  is  designed  to  meet  different  investment  needs  and
objectives.

                                                                       ---
                                                                         TECHNOLOGY
- --------------------------------------------------- ------------------ ---
Investment Practice                                 Risk
- --------------------------------------------------- ------------------
- --------------------------------------------------- ------------------

- --------------------------------------------------- ------------------
- --------------------------------------------------- ------------------ ---
Borrowing Policies
The ability to borrow from banks for temporary  Leverage Risk o purposes to meet
shareholder redemptions.
                                                                       ---
- --------------------------------------------------- ------------------ ---
Floating and Variable Rate Debt
Instruments  with interest  rates that are adjusted  Interest Rate o either on a
schedule or when an index or and Credit Risk benchmark changes.
- --------------------------------------------------- ------------------ ---



<PAGE>


General Investment Risks (Cont'd)

                                                                       ---
                                                                         TECHNOLOGY
- --------------------------------------------------- ------------------ ---
Investment Practice                                 Risk

- --------------------------------------------------- ------------------
- --------------------------------------------------- ------------------ ---
Foreign Securities
Equity securities issued by a non-U.S. company or   Information,
debt securities of a non-U.S. company foreign       Political,         o
government.  Foreign securities may also be         Regulatory,
emerging market securities, which are subject to    Diplomatic,
the same risks, but to a higher degree.             Liquidity and
                                                    Currency Risk
- --------------------------------------------------- ------------------ ---


<PAGE>


- --------------------------------------------------- ------------------ ---
Forward Commitment, When-Issued and Delayed
Delivery Transactions
Securities bought or sold for delivery at a later   Interest Rate,     o
date or bought or sold for a fixed price at a       Leverage, Credit
fixed date.                                         and
                                                    Experience Risk
- --------------------------------------------------- ------------------ ---
- --------------------------------------------------- ------------------ ---
Illiquid Securities
A security that cannot be readily sold, or cannot Liquidity Risk be readily sold
without negatively affecting its o fair price. Limited to 15% of total assets.
                                                                       ---
- --------------------------------------------------- ------------------ ---
Loans of Portfolio Securities
The practice of loaning  securities  to brokers,  Credit,  dealers and financial
institutions to increase  Counter-Party o return on those securities.  Loans may
be made up and Leverage  Risk to  Investment  Company of 1940 limits  (currently
one-third of total assets including the value of collateral received).
                                                                       ---
- --------------------------------------------------- ------------------ ---
Options
The right or obligation to receive or deliver a     Credit,
security or cash payment depending on the           Information        o
security's price or the performance of an index     and Liquidity
or benchmark.  Types of options used may            Risk
include:  options on securities, options on a
stock index, stock index futures and options on
stock index futures to protect liquidity and
portfolio value.
                                                                       ---
- --------------------------------------------------- ------------------ ---
Other Mutual Funds
A pro rata portion of the other fund's expenses,  Market Risk in addition to the
expenses paid by the Fund, may o be borne by Fund shareholders.
- --------------------------------------------------- ------------------ ---


<PAGE>


General Investment Risks (Cont'd)

                                                                       ---
                                                                         TECHNOLOGY
- --------------------------------------------------- ------------------ ---
Investment Practice                                 Risk

- --------------------------------------------------- ------------------
- --------------------------------------------------- ------------------ ---
Repurchase Agreements
A transaction in which the seller of a security     Credit and         o
agrees to buy back a security at an agreed upon     Counter-Party
time and price, usually with interest.              Risk
- --------------------------------------------------- ------------------ ---
Privately Issued Securities
Securities  that are not publicly traded but which Liquidity Risk may or may not
be resold in accordance with Rule o 144A under the Securities Act of 1933.
- --------------------------------------------------- ------------------ ---
Small Company  Securities  Market,  The risk that investments in small companies
may Experience and o be more volatile than  investments in larger Liquidity Risk
companies.
- --------------------------------------------------- ------------------ ---



<PAGE>


Organization and Management of the Fund

A number of different  entities provide services to the Fund. This section shows
how the Fund is organized,  lists the entities that perform different  services,
and explains how these service providers are compensated. Further information is
available in the Statement of Additional Information for the Fund.

About Wells Fargo Funds Trust
Wells Fargo Funds Trust (the "Trust") was organized as a Delaware business trust
on March 10,  1999.  The Board of  Trustees of the Trust  supervises  the Fund's
activities, monitors its contractual arrangements with various service providers
and decides upon matters of general policy.

The Trust was  created to succeed to the assets and  operations  of the  various
mutual funds in the Stagecoach  Family of Funds and the Norwest Advantage Family
of Funds. The holding company of Wells Fargo Bank, the investment advisor to the
Stagecoach  Family of Funds,  and the  holding  company  of  Norwest  Investment
Management,  Inc., the  investment  advisor to the Norwest  Advantage  Family of
Funds,  merged in November 1998.  The Board of Trustees of the Trust  supervises
the Fund's  activities and approves the selection of various  companies hired to
manage the Fund's  operation.  The major service  providers are described in the
diagram  below.  Except for the  advisers,  which  require  shareholder  vote to
change,  if  the  Board  believes  that  it is in  the  best  interests  of  the
shareholders it may make a change in one of these companies.



<PAGE>



Organization and Management of the Fund (Cont'd)



      ------------------------------------------------------------------------------------
                                       BOARD OF TRUSTEES
      ------------------------------------------------------------------------------------
                               Supervises the Fund's activities
      ------------------------------------------------------------------------------------

      ------------------------------------------ -----------------------------------------
                 INVESTMENT ADVISOR                             CUSTODIAN
      ------------------------------------------ -----------------------------------------
      Wells Fargo Bank, N.A.                     Wells Fargo Bank Minnesota, N.A.
      525 Market St., San Francisco, CA          6th Street & Marquette, Minneapolis, MN
      Manages the Fund' investment               Provides safekeeping for the Fund'
                                                 assets
      activities
      ------------------------------------------ -----------------------------------------

      ------------------------------------------------------------------------------------
                                    INVESTMENT SUB-ADVISOR
      ------------------------------------------------------------------------------------
                               Dresdner RCM Global Investors LLC
                                   Four Embarcadero Center,
                                       San Francisco, CA
                           Manages the Fund's investment activities


      ------------------------------------------------------------------------------------

      -------------------- ----------------------- ----------------------- ---------------

                                                                            SHAREHOLDER
                                                          TRANSFER           SERVICING
          DISTRIBUTOR          ADMINISTRATOR               AGENT               AGENTS
      -------------------- ----------------------- ----------------------- ---------------

      Stephens Inc.        Wells Fargo Bank, N.A.  Boston Financial Data   Various Agents
      111 Center St.       525 Market Street          Services, Inc.
      Little Rock, AR      San Francisco, CA       Two Heritage Drive
      Markets the Fund     Manages the             Quincy, MA              Provide
      and distributes      Funds' business         Maintains records       services to
      Fund shares          activities              of shares and           customers
                                                   supervises the
                                                   paying of dividends
      -------------------- ----------------------- ----------------------- ---------------

      ------------------------------------------------------------------------------------
                          FINANCIAL SERVICES FIRMS AND SELLING AGENTS
      ------------------------------------------------------------------------------------
             Advise current and prospective shareholders on their Fund investments
      ------------------------------------------------------------------------------------

      ------------------------------------------------------------------------------------
                                         SHAREHOLDERS
      ------------------------------------------------------------------------------------






<PAGE>


Organization and Management of the Fund (Cont'd)

The Investment Advisor
Wells Fargo Bank provides portfolio management and fundamental security analysis
services as the advisor for each of the Fund. 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 March 31, 2000, Wells
Fargo Bank and its affiliates  provided  advisory services for over $131 billion
in assets. For providing these services, Wells Fargo Bank is entitled to receive
fees as  described  in the  "Summary of  Expenses"  section at the front of this
Prospectus.

The Sub-Advisor
Dresdner  RCM Global  Investors  LLC  ("Dresdner"),  an  indirect  wholly  owned
subsidiary  of Dresdner Bank AG, is the  sub-advisor  for the  Technology  Fund.
Dresdner  provides   investment   supervisory   services  to  institutional  and
individual  clients  and,  as of March 31,  2000,  managed  over $51  billion in
assets.

The Administrator
Wells  Fargo Bank  provides  the Fund with  administration  services,  including
general supervision of the Fund's operation,  coordination of the other services
provided to the Fund,  compilation of information for reports to the SEC and the
state  securities  commissions,  preparation of proxy statements and shareholder
reports,  and  general  supervision  of  data  compilation  in  connection  with
preparing  periodic  reports to the Trust's  Trustees and officers.  Wells Fargo
Bank also  furnishes  office space and certain  facilities to conduct the Fund's
business. For providing these services,  Wells Fargo Bank is entitled to receive
a fee of 0.15% of the average annual net assets of the Fund.

Shareholder Servicing Plan
We have a  shareholder  servicing  plan for the Fund.  Under this plan,  we have
engaged various shareholder  servicing agents to process purchase and redemption
requests,  to  service  shareholder  accounts,  and  to  provide  other  related
services. For these services, the Fund pays 0.25% of its average net assets.

The Transfer Agent
Boston  Financial Data Services,  Inc.  ("BFDS")  provides  transfer  agency and
dividend  disbursing  services to the Fund. For providing these  services,  BFDS
receives an annual fee, certain  transaction-related fees, and is reimbursed for
out-of-pocket expenses incurred on behalf of the Fund.



<PAGE>


A Choice of Share Classes
After choosing a Fund,  your next most important  choice is which share class to
buy. The following  classes of shares are available  through this Prospectus:  o
Class A Shares - with a front-end  sales  charge,  volume  reductions  and lower
on-going  expenses  than  Class B and Class C shares.

o    Class B Shares - with a contingent  deferred sales charge ("CDSC")  payable
     upon redemption  that  diminishes  over time, and higher on-going  expenses
     than Class A shares.

o    Class C Shares - with a 1.00% CDSC on  redemptions  made within one year of
     purchase, and higher on-going expenses than Class A shares.

The  choice  between  share  classes  of a single  fund is  largely  a matter of
preference.  You should  consider,  among other things,  the different  fees and
sales loads  assessed on each share class and the length of time you  anticipate
holding your  investment.  If you prefer to pay sales charges up front,  wish to
avoid higher on-going expenses, or, more importantly,  you think you may qualify
for volume discounts based on the amount of your investment, then Class A shares
may be the choice for you.

You may prefer to see "every dollar working" from the moment you invest.  If so,
then consider Class B or Class C shares. Please note that Class B shares convert
to Class A shares  after  seven  years to avoid  the  higher  on-going  expenses
assessed against Class B shares.

Class C shares are similar to Class B shares,  with some important  differences.
Unlike  Class B shares,  Class C shares do not  convert  to Class A shares.  The
higher  on-going  expenses will be assessed as long as you hold the shares.  The
choice  between  Class B and Class C shares may depend on how long you intend to
hold Fund shares before redeeming them.

Orders for Class B shares of more than $250,000 are either treated as orders for
Class A shares or they will be refused. For Class C shares, orders of $1,000,000
or more,  including  purchases made which because of a right of  accumulation or
letter of intent  would  qualify for the  purchase of Class A shares  without an
initial  sales charge,  are also either  treated as orders for Class A shares or
they will be refused.

Please see the  expenses  listed for each class of the  Technology  Fund and the
following sales charge  schedules  before making your decision.  You should also
review the "Reduced Sales Charges"  section of the  Prospectus.  You may wish to
discuss this choice with your financial consultant.

Class A Share Sales Charge Schedule
If you  choose to buy Class A shares,  you will pay the  Public  Offering  Price
("POP") which is the NAV plus the applicable  sales charge.  Since sales charges
are reduced for Class A share purchases  above certain dollar amounts,  known as
"breakpoint levels", the POP is lower for these purchases.



<PAGE>




- ---------------------------------------------------------------------------------------
                       CLASS A SHARES LISTED IN THIS PROSPECTUS
                      HAVE THE FOLLOWING SALES CHARGE SCHEDULE:
- ------------------------------ ---------------------------- ---------------------------
                                     FRONT-END SALES             FRONT-END SALES
                                       CHARGE AS %                 CHARGE AS %
           AMOUNT                       OF PUBLIC                   OF AMOUNT
         OF PURCHASE                 OFFERING PRICE                  INVESTED
- ------------------------------ ---------------------------- ---------------------------
- ------------------------------ ---------------------------- ---------------------------

- ------------------------------ ---------------------------- ---------------------------
- ------------------------------ ---------------------------- ---------------------------
Less than $50,000                         5.75%                       6.10%
- ------------------------------ ---------------------------- ---------------------------
- ------------------------------ ---------------------------- ---------------------------
$50,000 to $99,999                        4.75%                       4.99%
- ------------------------------ ---------------------------- ---------------------------
- ------------------------------ ---------------------------- ---------------------------
$100,000 to $249,999                      3.75%                       3.90%
- ------------------------------ ---------------------------- ---------------------------
- ------------------------------ ---------------------------- ---------------------------
$250,000 to $499,999                      2.75%                       2.83%
- ------------------------------ ---------------------------- ---------------------------
- ------------------------------ ---------------------------- ---------------------------
$500,000 to $999,999                      2.00%                       2.04%
- ------------------------------ ---------------------------- ---------------------------
- ------------------------------ ---------------------------- ---------------------------
$1,000,000 and over1                      0.00%                       0.00%
- ------------------------------ ---------------------------- ---------------------------


1We will assess Class A shares purchases of $1,000,000 or more a 1.00% CDSC if they are
 redeemed within one year from the date of purchase, unless the dealer of record
 waived its commission with the Fund's approval.  Charges are based on the lower
 of the NAV on the date of purchase or the date of redemption.

Class B Share CDSC Schedule
If you choose  Class B shares,  you buy them at NAV and agree that if you redeem
your shares within six years of the purchase  date, you will pay a CDSC based on
how long you have held your shares.  Certain  exceptions apply (see "Class B and
Class C Share CDSC  Reductions"  and  "Waivers for Certain  Parties").  The CDSC
schedule is as follows:


- ---------------------------------------------------------------------------------------------
                       CLASS B SHARES LISTED IN THIS PROSPECTUS HAVE
                            THE FOLLOWING SALES CHARGE SCHEDULE:
- -------------- ------- -------- --------- --------- --------- --------- ---------- ----------
REDEMPTION     1 YEAR  2 YEARS  3 YEARS   4 YEARS   5 YEARS   6 YEARS   7 YEARS    8 YEARS
WITHIN
- -------------- ------- -------- --------- --------- --------- --------- ---------- ----------
- --------------                                                          ---------- ----------
CDSC           5.00%   4.00%    3.00%     3.00%     2.00%     1.00%     0.00%      A shares
- -------------- ------- -------- --------- --------- --------- --------- ---------- ----------

The CDSC  percentage  you pay is based on the lower of the NAV of the  shares on
the  date of the  original  purchase,  or the NAV of the  shares  on the date of
redemption.

We always process  partial  redemptions so that the least  expensive  shares are
redeemed first in order to reduce your sales charges.  After shares are held for
six years, the CDSC expires.  After shares are held for seven years, the Class B
shares are converted to Class A shares to reduce your future on-going expenses.


Class C Share CDSC Schedule
If you choose  Class C shares,  you buy them at NAV and agree that if you redeem
your shares within one year of the purchase date, you will pay a CDSC of 1.00%.

The CDSC  percentage you pay is based on the lower of the NAV on the date of the
original  purchase,  or the NAV on the date of redemption.  The distributor pays
sales  commissions  of up to 1.00% of the  purchase  price of Class C shares  to
selling agents at the time of the sale, and up to 1.00% annually thereafter.

We always process  partial  redemptions so that the least  expensive  shares are
redeemed  first in order to reduce  your  sales  charges.  Class C shares do not
convert to Class A shares,  and  therefore  continue to pay the higher  on-going
expenses.




<PAGE>



Reduced Sales Charges
Generally,  we offer more sales  charge  reductions  for Class A shares than for
Class B and  Class C  shares,  particularly  if you  intend  to  invest  greater
amounts.  You should consider  whether you are eligible for any of the potential
reductions when you are deciding which share class to buy.

Class A Share Reductions

o You pay no sales charges on Fund shares you buy with reinvested distributions.
o    You pay a lower sales charge if you are investing an amount over a
     breakpoint level. See the "Class A Share Sales Charge Schedule" above.
o    By signing a Letter of Intent ("LOI"),  you pay a lower sales charge now in
     exchange  for  promising  to invest an amount over a  specified  breakpoint
     within  the  next  13  months.  We will  hold in  escrow  shares  equal  to
     approximately  5% of the amount you intend to buy. If you do not invest the
     amount  specified  in the LOI before the  expiration  date,  we will redeem
     enough escrowed shares to pay the difference between the reduced sales load
     you paid and the  sales  load you  should  have  paid.  Otherwise,  we will
     release the escrowed shares when you have invested the agreed amount.
o    Rights of  Accumulation  ("ROA") allow you to combine the amount you invest
     with the total NAV of shares you own in other  Wells Fargo  front-end  load
     Funds in order to reach breakpoint levels for a reduced load. We give you a
     discount  on the  entire  amount of the  investment  that puts you over the
     breakpoint level.
o    You pay no sales charges on Fund shares you purchase with the proceeds of a
     redemption  of either Class A or Class B shares within 120 days of the date
     of redemption.
o    You may  reinvest  into a Wells Fargo Fund with no sales  charge a required
     distribution  from a pension,  retirement,  benefits,  or similar  plan for
     which Wells Fargo Bank acts as trustee provided the  distribution  occurred
     within the 30 days prior to your reinvestment.

If you believe you are eligible for any of these reductions,  it is up to you to
ask the selling agent or the  shareholder  servicing agent for the reduction and
to provide appropriate proof of eligibility.

You, or your fiduciary or trustee,  may also tell us to extend volume discounts,
including  the  reductions  offered  for rights of  accumulation  and letters of
intent, to include purchases made by:

o a family unit,  consisting of a husband and wife and children under the age of
twenty-one or single trust  estate;  o a trustee or fiduciary  purchasing  for a
single  fiduciary  relationship;  or o the members of a "qualified  group" which
consists of a "company"  (as defined in the  Investment  Company Act of 1940, as
amended
     ("1940 Act")),  and related parties of such a "Company,"  which has been in
     existence  for at least six  months and which has a primary  purpose  other
     than acquiring Fund shares at a discount.

  How a Letter of Intent Can Save You Money!
  If you  plan  to  invest,  for  example,  $100,000  in a Wells  Fargo  Fund in
  installments  over the next year,  by signing a letter of intent you would pay
  only 3.75% sales load on the entire purchase.  Otherwise,  you might pay 5.75%
  on the first $49,999, then 4.75% on the next $50,000!

Class B and Class C Share CDSC Reductions:
o You pay no CDSC on Funds shares you purchase with reinvested distributions.
o    We waive the CDSC for all  redemptions  made because of scheduled (Rule 72T
     withdrawal  schedule)  or  mandatory  (withdrawals  made  after  age 70 1/2
     according to IRS guidelines)  distributions  for certain  retirement plans.
     (See your retirement plan disclosure for details.)

Reduced Sales Charges (Cont'd)

o    We waive the CDSC for  redemptions  made in the event of the  shareholder's
     death or for a disability  suffered after purchasing shares.  ("Disability"
     is defined by the Internal Revenue Code of 1986.)
o    We waive the CDSC for  redemptions  made at the direction of Wells Fargo in
     order to, for  example,  complete a merger or close an account  whose value
     has fallen below the minimum balance.
o    We waive  the Class B share  CDSC for  withdrawals  made by former  Norwest
     Advantage Fund  shareholders  in certain  qualified  accounts up to certain
     units. (See the Statement of Additional Information for further details.)
o We waive Class C share CDSC for certain types of accounts.

For Class B shares  purchased  after May 18, 1999 for former  Norwest  Advantage
Fund shareholders, after July 17, 1999 for former Stagecoach Funds shareholders,
or after September 17, 1999, for all other  shareholders,  no CDSC is imposed on
withdrawals that meet all of the following circumstances:
o    withdrawals are made by participating in the Systematic Withdrawal Plan;
o    withdrawals  may  not  exceed  10% of your  fund  assets  (including  "free
     shares")  annually  based  on  your  anniversary  date  in  the  Systematic
     Withdrawal Plan; and
o    you must participate in the dividend and capital gain reinvestment program.

Waivers for Certain Parties
If you are eligible for certain waivers,  we will sell you Class A shares so you
can avoid higher on-going expenses.  The following people can buy Class A shares
at NAV: o Current and retired employees, directors and officers of:
o Wells Fargo Funds and its  affiliates;  o Wells Fargo Bank,  Norwest  Bank and
their  affiliates;  o Stephens and its affiliates;  o Broker-Dealers  who act as
selling agents;  and o Certain service providers to the Wells Fargo Funds. o and
the  families  of any of the  above.  Contact  your  selling  agent for  further
information.

You may also  buy  Class A Fund  shares  at NAV if they  are to be  included  in
certain  retirement,  benefits,  pension or investment "wrap accounts" with whom
Wells Fargo has reached an agreement,  or through an omnibus account  maintained
with a Fund by a broker/dealer.

We reserve the right to enter into  agreements  that reduce or  eliminate  sales
charges for groups or classes of  shareholders,  or for Fund shares  included in
other  investment  plans such as "wrap accounts." If you own Fund shares as part
of another  account or package such as an IRA or a sweep account,  you must read
the  directions for that account.  These  directions may supersede the terms and
conditions discussed here.

Distribution Plan
We have  adopted a  Distribution  Plan  ("Plan")  pursuant to Rule 12b-1 for the
Class B and Class C shares  of the  Technology  Fund.  The Plan  authorizes  the
payment of all or part of the cost of preparing  and  distributing  Prospectuses
and  distribution-related  services  including  ongoing  compensation to selling
agents.  The Plan also  provides  that,  if and to the  extent  any  shareholder
servicing  payments are  recharacterized  as payments  for  distribution-related
services, they are approved and payable under the distribution plan. The Class B
and Class C shares  each pay  0.75% of  average  daily  net  assets on an annual
basis.

These fees are paid out of the Fund'  assets on an  on-going  basis.  Over time,
these fees will increase the cost of your  investment and may cost you more than
paying other types of sales charges.



<PAGE>




EXCHANGES

Exchanges  between Wells Fargo Funds are two  transactions:  a sale of shares of
one Fund and the purchase of shares of another.  In general,  the same rules and
procedures  that apply to sales and  purchases  apply to  exchanges.  There are,
however,  additional factors you should keep in mind while making or considering
an exchange:

o    You may make exchanges  between like share  classes.  You may also exchange
     from any  Class C  shares  into  the  Money  Market  Fund  Class A  shares.
     Exchanged shares retain any applicable CDSC upon redemption.
o You should  carefully  read the Prospectus for the Fund into which you wish to
exchange.
o Every  exchange  involves  selling  Fund  shares  and such sale may  produce a
capital  gain or loss for federal  income tax  purposes.  o If you are making an
initial  investment  into a new Fund through an exchange,  you must  exchange at
least the minimum first purchase
     amount of the Fund you are redeeming,  unless your balance has fallen below
that amount due to market  conditions.  o Any exchange between Funds you already
own must meet the minimum  redemption  and subsequent  purchase  amounts for the
Fund  involved.  o  Exchanges  between  Class B shares and the Wells Fargo Money
Market Fund Class B shares will not trigger the CDSC. The new shares
     will continue to age according to their original  schedule while in the new
     Fund and will be charged the CDSC  applicable  to the original  shares upon
     redemption.  Exchanges into Money Market Fund Class B shares are subject to
     certain restrictions in addition to those described above.
o Exchanges from any share class to a money market fund can only be re-exchanged
for the  original  share  class.  o In order to  discourage  excessive  exchange
activity  that could result in  additional  expenses  and lower  returns for the
fund, the
     fund may  restrict  or refuse  exchanges  from  market  timers.  You may be
     considered a market timer if you completed more than one exchange  within a
     3 month period, or seem to be following a timing pattern.
o    We reserve the right to limit or reject exchange orders.  Generally, we
     will notify you 60 days in advance of any changes in your
     exchange privileges.




<PAGE>



Your Account

This  section  tells you how Fund shares are priced,  how to open an account and
how to buy and sell Fund shares once your account is open.

Pricing Fund Shares
o    As with all mutual fund  investments,  the price you pay to purchase shares
     or the price you receive  when you redeem  shares is not  determined  until
     after a request has been received in proper form.
o    We determine  the NAV of each class of the Fund's  shares each business day
     as of the close of regular  trading on the NYSE.  We  determine  the NAV by
     subtracting the Fund class's  liabilities  from its total assets,  and then
     dividing  the  result by the total  number  of  outstanding  shares of that
     class.  Each Fund's assets are generally  valued at current  market prices.
     See the Statement of Additional Information for further information.
o    We process  requests to buy or sell shares of the Fund each business day as
     of the close of regular  trading on the New York Stock  Exchange  ("NYSE"),
     which is usually 1:00 p.m. (Pacific  time)/3:00 p.m. (Central time). If the
     markets  close early,  the Fund may close early and may value its shares at
     earlier times under these  circumstances.  Any request we receive in proper
     form before  these  times is  processed  the same day.  Requests we receive
     after the cutoff times are processed the next business day.
o    The Fund is open for  business  on each day the NYSE is open for  business.
     NYSE  holidays  include  New Year's  Day,  Martin  Luther  King,  Jr.  Day,
     President's Day, Good Friday,  Memorial Day,  Independence  Day, Labor Day,
     Thanksgiving  Day and  Christmas  Day. When any holiday falls on a weekend,
     the NYSE  typically  is closed on the weekday  immediately  before or after
     such holiday.

You Can Buy Fund Shares
o By opening an account  directly  with the Fund  (simply  complete and return a
Wells  Fargo  Funds  Application  with  proper  payment);  o Through a brokerage
account  with an  approved  selling  agent;  or o  Through  certain  retirement,
benefits and pension plans,  or through  certain  packaged  investment  products
(please see the providers
     of the plan for instructions).

Minimum Investments
o $1,000 per Fund minimum initial investment;  or o $100 per Fund if you use the
Systematic Purchase Program;  and o $100 per Fund for all investments after your
first.

  We may waive the minimum for the Fund you purchase through certain retirement,
  benefit and pension plans,  through certain packaged investment  products,  or
  for  certain  classes  of  shareholders  as  permitted  by the SEC.  Check the
  specific disclosure  statements and Applications for the program through which
  you intend to invest.


<PAGE>



Your Account (Cont'd)

                                HOW TO BUY SHARES
The following  section explains how you can buy shares directly from Wells Fargo
Funds.  For Funds held through  brokerage  and other types of  accounts,  please
consult your Selling Agent.

- ----------------------------------------------------------------------------------------
BY MAIL
- ----------------------------------------------------------------------------------------
IF YOU ARE BUYING SHARES FOR THE FIRST TIME:
                                                              --------------------------
- -------------------------------------------------------------
Complete a Wells Fargo Funds Application.  Be sure to indicate the Fund name and
the share  class  into  which you  intend to  invest.  Failure  to  complete  an
Application properly may result in a delay in processing your request. Mail to:
- -------------------------------------------------------------
Enclose a check for at least $1,000 made out in the full      Wells Fargo Funds
name and share class of the Fund.  For example, "Technology   PO Box 8266
Fund, Class B."                                               Boston, MA
                                   02266-8266
- -------------------------------------------------------------
You may start your account with $100 if you elect the  Systematic  Purchase Plan
option on the Application.
- ------------------------------------------------------------- --------------------------

- -------------------------------------------------------------
                                                              --------------------------
IF YOU ARE BUYING ADDITIONAL SHARES:
- ------------------------------------------------------------- --------------------------
Make a check payable to the full name and share class of      Mail to:
your Fund for at least $100.  Be sure to write your account   Wells Fargo Funds
number on the check as well.                                  PO Box 8266
                                   Boston, MA
- -------------------------------------------------------------
Enclose the payment stub/card from your statement if 02266-8266 available.
- ------------------------------------------------------------- --------------------------






















<PAGE>



Your Account (Cont'd)

- ----------------------------------------------------------------------------------------
BY WIRE
- ----------------------------------------------------------------------------------------
IF YOU ARE BUYING SHARES FOR THE FIRST TIME:
                                                              --------------------------
- -------------------------------------------------------------
If you do not currently have an account, complete a Wells     Mail Application to:
Fargo Funds Application.  You must wire at least $1,000.      Wells Fargo Funds
Be sure to indicate the Fund name and the share class into    P.O. Box 8266
which you intend to invest.                                   Boston, MA
                                   02266-8266
- -------------------------------------------------------------
Mail the completed Application.
- -------------------------------------------------------------
You must first call BFDS at  1-800-222-8222  to notify them of an incoming  wire
trade.
- -------------------------------------------------------------
                                 Wire money to:
                                                              Wells Fargo Funds
                                                              c/o State Street Bank
                                     & Trust
                                   Boston, MA

                                                              Bank Routing Number:
                                 ABA 011 000028

                                                              Wire Purchase Account
                                     Number:
                                   9905-437-1

                                   Attention:
                                                              Wells Fargo Funds (Name
                                                              of Fund and Share Class)

                                  Account Name:
                                                              (Registration Name
                                                              Indicated on Application)
                                                              --------------------------



















<PAGE>



===================================================================================
Your Account (Cont'd)
===================================================================================

- ------------------------------------------------------------- --------------------------
IF YOU ARE BUYING ADDITIONAL SHARES:
- ------------------------------------------------------------- --------------------------
Instruct your wiring bank to transmit at least $100           Wire to:
according to the instructions given to the right.  Be sure    Wells Fargo Funds
to have the wiring bank include your current account number   c/o State Street Bank
and the name your account is registered in.                     & Trust
                                   Boston, MA
- -------------------------------------------------------------

                                                              Bank Routing Number:
                                 ABA 011 000028

                                                              Wire Purchase Account
                                     Number:
                                   9905-437-1

                                   Attention:
                                                              Wells Fargo Funds (Name
                                                              of Fund and Share Class)

                                  Account Name:
                                                              (Registration Name
                                                              Indicated on Application)
                                                              --------------------------





























<PAGE>



Your Account (Cont'd)

- ----------------------------------------------------------------------------------------
BY PHONE
- ----------------------------------------------------------------------------------------
IF YOU ARE BUYING SHARES FOR THE FIRST TIME:
                                                              --------------------------
- -------------------------------------------------------------
You can only make your first  purchase of a Fund by phone if you already have an
existing Wells Fargo Funds Account.
                                                              Call:
- -------------------------------------------------------------
Call Investor Services and instruct the representative to     1-800-222-8222
either:
o    transfer at least $1,000 from a linked settlement
     account, or
o    exchange at least $1,000 worth of shares from an existing Wells Fargo Fund.
     Please see "How to Exchange Shares" section for special rules.
                                                              --------------------------
- -------------------------------------------------------------

- ------------------------------------------------------------- --------------------------
IF YOU ARE BUYING ADDITIONAL SHARES:
- ------------------------------------------------------------- --------------------------
Call Investor Services and instruct the representative to     Call:
either:                                                       1-800-222-8222
o    transfer at least $100 from a linked settlement
     account, or
o    exchange at least $100 worth of shares from another Wells Fargo Fund.
- ------------------------------------------------------------- --------------------------

                                HOW TO SELL SHARES
The following  section explains how you can sell shares held directly through an
account  with Wells  Fargo  Funds by mail or  telephone.  For Fund  shares  held
through  brokerage  and other types of  accounts,  please  consult  your Selling
Agent.

- ----------------------------------------------------------------------------------------
BY MAIL
- ----------------------------------------------------------------------------------------
IF YOU ARE SELLING SHARES FOR THE FIRST TIME:
- ------------------------------------------------------------- --------------------------
Write a letter stating your account registration,  your account number, the Fund
you wish to redeem and the dollar  amount ($100 or more) of the  redemption  you
wish to receive (or write "Full Redemption").
- -------------------------------------------------------------
Make sure all the account owners sign the request.
- -------------------------------------------------------------
You may request that  redemption  proceeds be sent to you by Mail to: check,  by
ACH  transfer  into a bank  account,  or by wire.  Wells Fargo Funds Please call
Investor Services  regarding  requirements for PO Box 8266 linking bank accounts
or for wiring funds. We reserve the Boston,  MA right to charge a fee for wiring
funds although it is not 02266-8266 currently our practice to do so.
- -------------------------------------------------------------
Signature  Guarantees are required for mailed redemption  requests over $50,000,
or if the address on your account was changed  within the last 60 days.  You can
get a signature guarantee at financial  institutions such as a bank or brokerage
house. We do not accept notarized signatures.
- ------------------------------------------------------------- --------------------------








<PAGE>



Your Account (Cont'd)

- ----------------------------------------------------------------------------------------
BY PHONE
- ----------------------------------------------------------------------------------------
Call Investor  Services to request a redemption of at least $100. Be prepared to
provide your account number and Taxpayer Identification Number.
- -------------------------------------------------------------
Unless you have instructed us otherwise, only one account owner needs to call in
redemption requests.
- -------------------------------------------------------------
You may request that  redemption  proceeds be sent to you by check,  by transfer
into an ACH-linked  bank  account,  or by wire.  Please call  Investor  Services
regarding requirements for linking bank accounts or for wiring funds. We reserve
the right to charge a fee for wiring funds although it is Call:
not currently our practice to do so.                          1-800-222-8222
- -------------------------------------------------------------
Telephone  privileges  are  automatically  made  available  to  you  unless  you
specifically decline them on your Application or subsequently in writing.
- -------------------------------------------------------------
Phone  privileges  allow  us  to  accept  transaction   instructions  by  anyone
representing   themselves  as  the  shareholder  and  who  provides   reasonable
confirmation  of their identity,  such as providing the Taxpayer  Identification
Number on the  account.  We will not be liable  for any  losses  incurred  if we
follow telephone instructions we reasonably believe to be genuine.
- -------------------------------------------------------------
Telephone  requests  are not accepted if the address on your account was changed
by phone in the last 30 days.
- ------------------------------------------------------------- --------------------------

- ----------------------------------------------------------------------------------------
GENERAL NOTES FOR SELLING SHARES
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
We determine the NAV of the Fund each day as of the close of regular  trading on
the NYSE, which is generally 1:00 p.m. (Pacific  time)/3:00 p.m. (Central time).
If any of the markets for the Fund close early,  the Fund may close  early,  and
may value its shares at earlier times under these circumstances.
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
Your redemptions are net of any applicable CDSC.
- ----------------------------------------------------------------------------------------
We will  process  requests  to sell shares at the first NAV  calculated  after a
request in proper form is received.  Requests  received  before the cutoff times
are processed on the same business day.
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
If your  purchased  shares through a packaged  investment  product or retirement
plan,  read the directions  for selling shares  provided by the product or plan.
There  may be  special  requirements  that  supersede  the  directions  in  this
Prospectus.
- ----------------------------------------------------------------------------------------
We  reserve  the  right  to  delay  payment  of a  redemption  so that we may be
reasonably  certain that investments  made by check or Systematic  Purchase Plan
have  been  collected.  Payments  of  redemptions  also  may  be  delayed  under
extraordinary  circumstances  or as  permitted  by the SEC in order  to  protect
remaining shareholders.
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
Generally,  we pay redemption requests in cash, unless the redemption request is
for  more  than  $250,000  or 1% of the  net  assets  of the  Fund  by a  single
shareholder  over any ninety-day  period.  If a request for a redemption is over
these limits,  it may be to the detriment of existing  shareholders  to pay such
redemption  in  cash.  Therefore,  we may pay all or part of the  redemption  in
securities of equal value.
- ----------------------------------------------------------------------------------------



<PAGE>



Additional Services and Other Information

Automatic Programs
These programs help you  conveniently  purchase and/or redeem shares each month.
Once  you  select  a Plan,  tell us the day of the  month  you  would  like  the
transaction  to  occur.  If you do not  specify  a  date,  we will  process  the
transaction  on or about the 25th day of the month.  Call  Investor  Services at
1-800-222-8222 for more information.

o    Systematic  Purchase Plan - With this program,  you can regularly  purchase
     shares of a Wells Fargo Fund with money  automatically  transferred  from a
     linked bank account.  Simply select the Fund you would like to purchase and
     specify an amount of at least $100.

o    Systematic  Exchange Plan - With this program,  you can regularly  exchange
     shares of a Wells  Fargo  Fund you own for shares of  another  Wells  Fargo
     Fund.  The  exchange  amount  must be at least  $100.  See the  "Exchanges"
     section of this  Prospectus for the  conditions  that apply to your shares.
     This feature may not be available for certain types of accounts.

o    Systematic  Withdrawal Plan - With this program,  you can regularly  redeem
     shares and  receive  the  proceeds by check or by transfer to a linked bank
     account.  Simply specify an amount of at least $100. To participate in this
     program, you:
o must  have a Fund  account  valued  at  $10,000  or  more;  o must  have  your
distributions  reinvested;  and o may  not  simultaneously  participate  in  the
Systematic Purchase Plan.

It generally takes about ten days to establish a plan once we have received your
instructions.   It  generally   takes  about  five  days  to  change  or  cancel
participation in a plan. We automatically cancel your program if the linked bank
account you specified is closed.

Dividend and Capital Gain Distributions
The Fund in this Prospectus pay any dividends and capital gains distributions at
least annually.

We offer the following distribution options:

o    Automatic  Reinvestment  Option - Lets you buy new shares of the same class
     of the Fund that generated the distributions.  The new shares are purchased
     at  NAV  generally  on  the  day  the  income  is  paid.   This  option  is
     automatically assigned to your account unless you specify another plan.

o    Check  Payment  Option - Allows  you to receive  checks  for  distributions
     mailed to your address of record or to another  name and address  which you
     have specified in written,  signature  guaranteed  instructions.  If checks
     remain uncashed for six months or are  undeliverable by the Post Office, we
     will reinvest the distributions at the earliest date possible.
o    Bank Account Payment Option - Allows you to receive distributions  directly
     in a checking or savings  account  through  ACH.  The bank  account must be
     linked to your Wells Fargo Fund account. In order to establish a new linked
     bank  account,  you must send a written  signature  guaranteed  instruction
     along  with a copy of a voided  check or  deposit  slip.  Any  distribution
     returned to us due to an invalid banking  instruction  will be sent to your
     address  of record  by check at the  earliest  date  possible,  and  future
     distributions will be automatically re-invested.


  Additional Services and Other Information (Cont'd)

o    Directed  Distribution Purchase Option - Lets you buy shares of a different
     Wells Fargo Fund of the same share class.  The new shares are  purchased at
     NAV  generally on the day the income is paid.  In order to  establish  this
     option,  you need to identify  the Fund and account the  distributions  are
     coming from, and the Fund and account to which the  distributions are being
     directed.  You must meet any required minimum purchases in both Funds prior
     to establishing this option.


Remember,  distributions  have the effect of  reducing  the NAV per share by the
amount distributed.


  Taxes
  The following  discussion regarding taxes is based on laws that were in effect
  as of the date of this Prospectus.  The discussion summarizes only some of the
  important tax considerations that affect the Fund and you as a shareholder. It
  is not intended as a substitute  for careful tax planning.  You should consult
  your tax  advisor  about  your  specific  tax  situation.  Federal  income tax
  considerations   are   discussed   further  in  the  Statement  of  Additional
  Information.

  Dividends  distributed  from the Fund  attributable to their income from other
  investments  and net  short-term  capital gain  (generally,  the excess of net
  short-term capital gains over net long-term capital losses) will be taxable to
  you as ordinary income. Corporate shareholders may be able to deduct a portion
  of their dividends when determining their taxable income.

  We will  pass on to you any net  capital  gain  (generally  the  excess of net
  long-term capital gains over net short-term capital losses) earned by the Fund
  as a capital  gain  distribution.  In  general,  these  distributions  will be
  taxable to you as  long-term  capital  gains which may qualify for taxation at
  preferential   rates  in  the  hands  of   non-corporate   shareholders.   Any
  distribution that is not from net investment income, short term capital gains,
  or  net  capital  gain  may  be  characterized  as  a  return  of  capital  to
  shareholders.

  Backup Withholding
  The Trust may be required to  withhold,  subject to certain  exemptions,  at a
  rate  of 31%  ("backup  withholding")  on  all  distributions  and  redemption
  proceeds (including  proceeds from exchanges and redemptions  in-kind) paid or
  credited to an individual Fund shareholder,  unless the shareholder  certifies
  that the "taxpayer identification number" ("TIN") provided is correct and that
  the shareholder is not subject to backup withholding,  or the IRS notifies the
  Trust that the  shareholder's  TIN is  incorrect  or that the  shareholder  is
  subject to backup  withholding.  Such tax  withheld  does not  constitute  any
  additional tax imposed on the shareholder, and may be claimed as a tax payment
  on the  shareholder's  Federal  income tax return.  An investor must provide a
  valid TIN upon opening or reopening an account. Failure to furnish a valid TIN
  to the Trust also could subject the investor to penalties imposed by the IRS.




<PAGE>



Glossary

We provide the following  definitions to assist you in reading this  Prospectus.
For a more  complete  understanding  of these  terms  you  should  consult  your
financial advisor.

ACH
Refers to the  "Automated  Clearing  House"  system  maintained  by the  Federal
Reserve Bank which allows banks to process  checks,  transfer  funds and perform
other tasks.

American Depositary Receipts ("ADRs")
Receipts for non-U.S.  company stocks.  The stocks underlying ADRs are typically
held in bank  vaults.  The  ADR's  owner is  entitled  to any  capital  gains or
dividends. ADRs are one way of owning an equity interest in foreign companies.

Annual and Semi-Annual Report
A document that provides certain  financial and other important  information for
the most recent reporting period and the Fund's portfolio of investments.

Asset-Backed Securities
Securities  consisting of an undivided  fractional interest in pools of consumer
loans, such as car loans or credit card debt, or receivables held in trust.

Below Investment-Grade
Securities rated BB or lower by S&P or Ba or lower by Moody's Investor Services,
or that may be unrated securities or securities considered to be "high risk."

Business Day
Any day the New York Stock Exchange is open is a business day for the Fund.

Capital Appreciation, Capital Growth
The increase in the value of a security. See also "total return."

Capitalization
When referring to the size of a company,  capitalization  means the total number
of a company's  outstanding  shares of stock  multiplied by the price per share.
This is an accepted  method of  determining  a company's  size and is  sometimes
referred to as "market capitalization."

Capital Structure
Refers to how a company has raised money to operate.  Can include,  for example,
borrowing or selling stock.

Commercial Paper
Debt  instruments  issued by banks,  corporations  and other  issuers to finance
short-term  credit needs.  Commercial  paper typically is of high credit quality
and offers below market interest rates.

Convertible Debt Securities
Bonds or notes that are exchangeable  for equity  securities at a set price on a
set date or at the election of the holder.

Current Income
Earnings in the form of dividends or interest as opposed to capital growth.  See
also "total return."
Glossary (Cont'd)

Debt Securities
Generally,  a promise to pay interest and repay  principal by an  individual  or
group of individuals  sold as a security.  The owner of the security is entitled
to receive any such  payments.  Examples  include  bonds and mortgage- and other
asset-backed securities and can include securities in which the right to receive
interest and principal repayment have been sold separately.

Derivatives
Securities  whose values are derived in part from the value of another  security
or index. An example is a stock option.

Distributions
Dividends and/or capital gains paid by a Fund on its shares.

Diversified
A  diversified  fund, as defined by the  Investment  Company Act of 1940, is one
that invests in cash, Government  securities,  other investment companies and no
more than 5% of its total assets in a single  issuer.  These policies must apply
to 75% of the Fund' total assets.

Dollar-Denominated
Securities issued by foreign banks, companies or governments in U.S. dollars.

Duration
A measure of a  security's  or  portfolio's  sensitivity  to changes in interest
rates.  Duration is usually expressed in years, with longer durations  typically
more sensitive to interest rate changes than shorter durations.

FDIC
The Federal  Deposit  Insurance  Corporation.  This is the company that provides
federally  sponsored  insurance  covering bank deposits such as savings accounts
and CDs. Mutual funds are not FDIC insured.

FHLMC
FHLMC  securities  are  commonly  known as  "Freddie  Mac" and are issued by the
Federal Home Loan Mortgage Corporation.

FNMA
FNMA  securities  are known as "Fannie Maes" are issued by the Federal  National
Mortgage  Association,  and FHLMC  securities as "Freddie Mac" and are issued by
the Federal Home Loan Mortgage Corporation.

GNMA
GNMA  securities  are  commonly  known as  "Ginnie  Maes" and are  issued by the
Government National Mortgage Association.

Hedge
Strategy used to offset  investment risk. A perfect hedge is one eliminating the
possibility of future gain or loss.

Illiquid Security
A security  which  cannot be readily  sold,  or cannot be readily  sold  without
negatively affecting its fair price.

Initial Public Offering
The first time a company's stock is offered for sale to the public.

Glossary (Cont'd)

Investment-Grade Debt
A type of bond  rated  in the top four  investment  categories  by a  nationally
recognized  ratings  organization.  Generally  these are bonds whose issuers are
considered  to have a  strong  ability  to pay  interest  and  repay  principal,
although some investment-grade bonds may have some speculative characteristics.

Liquidity
The ability to readily sell a security at a fair price.

Money Market Instruments
High-quality short-term instruments meeting the requirements of Rule 2a-7 of the
1940 Act, such as bankers' acceptances,  commercial paper, repurchase agreements
and government  obligations.  In a money market fund, average portfolio maturity
does not exceed 90 days, and all investments have maturities of 397 days or less
at the time of purchase.

Moody's
A nationally recognized ratings organization.

Nationally Recognized Rating Organization ("NRRO")
A company that examines the ability of a bond issuer to meet its obligations and
which rates the bonds accordingly.

Net Asset Value ("NAV")
The value of a single fund share.  It is determined by adding  together all of a
Fund's assets, subtracting accrued expenses and other liabilities, then dividing
by the total number of shares.

Options
An option is the right to buy or sell a security  based on an agreed  upon price
at a specified  time. For example,  an option may give the holder of a stock the
right to sell the stock to another  party,  allowing the seller to profit if the
price  has  fallen  below the  agreed  price.  Options  may also be based on the
movement of an index such as the S&P 500.

Preservation of Capital
The attempt by a fund's  manager to reduce  drops in the net asset value of fund
shares in order to preserve the initial investment.

Principal Stability
The degree to which share  prices for a fund remain  steady.  Money market funds
attempt to achieve the highest  degree of principal  stability by  maintaining a
$1.00 per  share  net  asset  value.  More  aggressive  funds  may not  consider
principal stability an objective.

Price-to-Earnings Ratio
The ratio between a stock's  price and its  historical,  current or  anticipated
earnings.   Low  ratios  typically  indicate  a  high  yield.  High  ratios  are
characteristic of growth stocks which generally have low current yields.

Public Offering Price ("POP") The NAV with the sales load added.


Glossary (Cont'd)

Repurchase Agreement
An agreement between a buyer and seller of a security in which the seller agrees
to repurchase the security at an agreed upon price and time.

Selling Agent
A person who has an agreement  with the Fund'  distributors  that allows them to
sell a Fund's shares.

Shareholder Servicing Agent
Anyone  appointed  by the Fund to maintain  shareholder  accounts  and  records,
assist and provide information to shareholders or perform similar functions.

Signature Guarantee
A guarantee given by a financial  institution  that has verified the identity of
the maker of the signature.

Statement of Additional Information
A document that supplements the disclosure made in the Prospectus.

Stripped Treasury Securities
Debt  obligations in which the interest  payments and the repayment of principal
are separated and sold as securities.

Taxpayer Identification Number
Usually  the  social   security   number  for  an  individual  or  the  Employer
Identification Number for a corporation.

Total Return
The total value of capital growth and the value of all  distributions,  assuming
that distributions were used to purchase additional shares of the Fund.

Turnover Ratio
The  percentage  of the  securities  held  in a  Fund's  portfolio,  other  than
short-term securities, that were bought or sold within a year.

Undervalued
Describes a stock that is believed to be worth more than its current price.

U.S. Government Obligations
Obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

Value Strategy
A strategy of investing which tries to identify and buy undervalued stocks under
the assumption that the stock will eventually rise to its "fair market" value.

Warrants
The right to buy a stock at a set price for a set time.

Weighted-Average Maturity
The  average   maturity   for  the  debt   securities   in  a  portfolio   on  a
dollar-for-dollar basis.


<PAGE>




WELLS FARGO FUNDS

You may wish to review the following document:

Statement of Additional Information
supplements the disclosures made by this Prospectus. The Statement of Additional
Information  has been filed with the SEC and is  incorporated  by reference into
this Prospectus and is legally part of this Prospectus.

This document is available free of charge: Call 1-800-222-8222, or Write to:
Wells Fargo Funds
PO Box 8266
Boston, MA  02266-8266

Visit the SEC's web site:
http://www.sec.gov, or

Request copies for a fee by writing to:
SEC Public Reference Room, Washington, DC  20549-6009
(call:  1-800-SEC-0330 for details)


Additional  services  questions can be answered by calling your specific product
group at Wells Fargo Bank: Wells Fargo Checking and Savings: 1-800-869-3557
Next Stage IRA or Stagecoach IRA:  1-800-237-8472
Portfolio Advisor - 1-877-689-7882



========================= --------------------------------------------------
ICA Reg. No. 811-09253    NOT FDIC INSURED-NO BANK GUARANTEE-MAY LOSE VALUE  WFFT T P (7/00)
                          --------------------------------------------------



<PAGE>


                                                    26
                                                   JULY 24, 2000


             Wells Fargo Stock Funds
                  Prospectus


                           Please  read this  Prospectus  and keep it for future
                           reference.   It  is  designed  to  provide  you  with
                           important  information  and to help you decide if the
                           Funds goals match your own.

Nasdaq 100 Tilt Fund       These securities have not been approved
          Class O          or disapproved by the U.S. Securities and
                           Exchange Commission ("SEC"),
                           nor has the SEC passed upon the
                           accuracy or adequacy of this Prospectus.
                           Any representation to the contrary is a
                           criminal offense.

                           Fund shares are NOT deposits or other obligations of,
                           or issued,  endorsed  or  guaranteed  by Wells  Fargo
                           Bank,  N.A.  ("Wells  Fargo  Bank")  or  any  of  its
                           affiliates. Fund shares are NOT insured or guaranteed
                           by the U.S. Government, the Federal Deposit Insurance
                           Corporation   ("FDIC")  or  any  other   governmental
                           agency.  AN INVESTMENT  IN THE FUND INVOLVES  CERTAIN
                           RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.



<PAGE>


TABLE OF CONTENTS

Overview                              Objective and Principal
                                         Strategy
This section contains                 Summary of Important Risks
important summary                     Summary of Expenses
information about the                 Key Information
Fund.

The Fund
                                      Nasdaq 100 Tilt Fund
This section contains                 General Investment Risks
important information                 Organization and Management
about the Fund.                          of the Fund


Your Investment
                                      Your Account
Turn to this  section  for How to Buy Shares  information  on how to How to Sell
Shares open an account and how How to Exchange  Shares to buy, sell and exchange
Fund shares.



Reference                             Additional Services and
                                         Other Information
Look here for                         Glossary
additional information
and term definitions




<PAGE>


Nasdaq 100 Tilt Fund Overview

See the individual Fund description in this Prospectus for further details.

Objective
Seeks long-term capital appreciation.

Principal Strategy
We invest in Nasdaq listed  securities that are experiencing  positive  earnings
estimate revisions and price momentum,  and that we believe are likely to report
positive earnings above market  expectations.  We evaluate  companies  primarily
based on these measures to determine our stock selection and weighting strategy.



<PAGE>


Summary of Important Risks

   This  section  summarizes  important  risks  for the Fund  described  in this
   Prospectus.  Additional  information  about these and other risks is included
   in:

o the individual Fund Description later in this Prospectus; o under the "General
Investment Risks" section beginning on page 11; and o in the Fund's Statement of
Additional Information.

   An  investment  in the Fund is not a deposit  of Wells  Fargo Bank and is not
   insured or guaranteed by the Federal  Deposit  Insurance  Corporation  or any
   other  government  agency.  It is possible to lose money by  investing in the
   Fund.

   Common Risks for the Fund

   Equity Securities.  The Fund invests in equity securities,  which are subject
   to equity market risk.  This is the risk that stock prices will fluctuate and
   can decline and reduce the value of the Fund's  portfolio.  Certain  types of
   stock and certain  individual  stocks  selected for the Fund's  portfolio may
   underperform  or  decline  in value more than the  overall  market.  The Fund
   invests in foreign  companies  (including  investments  made through American
   Depositary Receipts and similar instruments), which are subject to additional
   risks,  including  less  liquidity and greater price  volatility.  The Fund's
   investment in foreign  companies is also subject to special risks  associated
   with international  investing,  including  currency,  political,  regulatory,
   information and diplomatic risks.

   Fund-Specific Risks

   Nasdaq 100 Tilt Fund
   The Fund  invests a  relatively  high  percentage  of its assets in a limited
   number of issuers and is therefore considered to be non-diversified. The Fund
   invests  in  securities  of  technology   companies,   and  concentrates  its
   investments  in a single  industry or group of industries  within the sector.
   Technology  company stocks are highly volatile,  and a portfolio  invested in
   these  securities  has a higher degree of risk  associated  with it than more
   broadly invested equity funds.  Non-diversified funds are more susceptible to
   financial,  market or economic  events  affecting the particular  issuers and
   industry sectors in which it invests.



<PAGE>


   Performance History

   This Fund has been in operation for less than one calendar year, therefore no
performance information is shown.




<PAGE>



  Summary of Expenses

  These  tables  are  intended  to help you  understand  the  various  costs and
  expenses  you will pay as a  shareholder  in the  Fund.  These  tables  do not
  reflect  charges  that may be imposed in  connection  with an account  through
  which you hold Fund shares.

- ---------------------------------------------- --------------------------


Shareholder Fees                                 Nasdaq 100 Tilt Fund
                                               --------------------------
                                                        Class O
- ----------------------------------------------
                                               --------------------------
Maximum sales charge (load)
   imposed on purchases (as a percentage of
   offering price)                             None
- ---------------------------------------------- --------------------------
Maximum deferred sales charge (load)
   (as a percentage of the lower of the Net    None
  Asset Value ("NAV") at purchase or the NAV
  at redemption)
- ---------------------------------------------- --------------------------


- ------------------------------- -----------------------

                                 Nasdaq 100 Tilt Fund
                                -----------------------
                                -----------------------
                                       Class O
- -------------------------------
                                -----------------------
Management Fee                          0.75%
- ------------------------------- -----------------------
- ------------------------------- -----------------------
Distribution (12b-1) Fee                0.00%
- ------------------------------- -----------------------
Other Expenses3                         0.83%
- ------------------------------- -----------------------
TOTAL ANNUAL FUND
   OPERATING
   EXPENSES                             1.58%
- ------------------------------- -----------------------
Fee Waivers4                            0.18%
- ------------------------------- -----------------------
NET EXPENSES                            1.40%
- ------------------------------- -----------------------




<PAGE>


Summary of Expenses (Cont'd)

Example of Expenses
These  examples  are  intended to help you compare the cost of  investing in the
Fund with the cost of  investing in other mutual  funds.  The examples  assume a
fixed  rate of return and the fund  operating  expenses  remain  the same.  Your
actual costs may be higher or lower than those shown.

You would pay the  following  expenses  on a $10,000  investment  assuming  a 5%
annual return and that you redeem your shares at the end of each period:

- ------------------- ----------------------------------

                          Nasdaq 100 Tilt Fund
                    ----------------------------------
                    ----------------------------------
                                 Class O
- -------------------
                    ----------------------------------
1 YEAR                            $143
- ------------------- ----------------------------------
3 YEARS                           $481
- ------------------- ----------------------------------




<PAGE>


Key Information

Important information you should look for as you decide to invest in the Fund:
The summary information on the previous pages is designed to provide you with an
overview of the Fund. The sections that follow provide more detailed information
about the investments and management of the Fund.

Investment Objective and Investment Strategies
The investment objective of the Fund in this Prospectus is non-fundamental, that
is, it can be changed by a vote of the Board of Trustees  alone.  The  objective
and  strategy  descriptions  for the Fund tell you: o what the Fund is trying to
achieve; and o how we intend to invest your money.

Permitted Investments
A summary of the Fund's key permitted investments and practices.

Important Risk Factors
Describes the key risk factors for the Fund, and includes risks described in the
"Summary of Important Risks" and "General Investment Risks" sections.

Words appearing in italicized  print and highlighted in color are defined in the
Glossary.



<PAGE>


Nasdaq 100 Tilt Fund

Investment Adviser:  Wells Fargo Bank, N.A.

Investment Sub-Adviser:

Investment Objective

The Nasdaq 100 Tilt Fund seeks long term capital appreciation.

Investment Strategies
We invest our assets in a selection of 70-80 Nasdaq listed common stocks that we
believe represents the best opportunities for optimal performance, and employ an
investment  strategy  that  optimizes a security's  representation  on the Index
based on performance  projections  and analysis of fundamental  security data. A
majority  of our assets will be invested  in  securities  normally  found on the
Nasdaq 100 Index.

The Nasdaq 100 Index reflects  Nasdaq's largest  companies across major industry
groups,  primarily  from the  technology  sector,  including  computer  hardware
(38.7%), computer software (33.6%), telecommunications (18.3%), retail/wholesale
trade (3.4%),  biotechnology  (3.2%),  services (1.3%),  and healthcare  (0.7%).
(These  percentages  are Nasdaq 100 Index  representation  as of June 30, 2000.)
Eligibility  criteria for the Nasdaq 100 Index includes minimum trading volumes,
trading  history  on Nasdaq or another  exchange,  and for  foreign  securities,
minimum market capitalization requirements.  Nasdaq quarterly adjusts the stocks
listed in the Nasdaq 100 Index based on these and other criteria.

Permitted Investments
Under normal market conditions, we invest:

o in a  non-diversified  portfolio  of common  stocks  selected  primarily  from
securities  listed on the Nasdaq 100 Index; o in stock index futures and options
on stock  indexes as a  substitute  for  comparable  position in the  underlying
securities; and o in index swaps.

We may temporarily hold assets in cash or in money market instruments, including
U.S.  Government  obligations,  shares  of other  mutual  funds  and  repurchase
agreements,  or make other short-term investments,  either to maintain liquidity
or for short-term defensive purposes when we believe it is in the best interests
of  shareholders  to do so.  During such  periods,  the Fund may not achieve its
objective of long term capital appreciation.

Important Risk Factors
The Fund reserves the right to concentrate  its investments in a single industry
or  industries  in which the  Nasdaq  100 Index may be  concentrated,  typically
technology and  technology-related  companies.  In the past,  technology  common
stocks have experienced  extreme price and volume  fluctuations  that have often
been unrelated to the operating  performance of such companies,  and a portfolio
invested in these securities has a higher degree of risk associated with it than
more broadly invested equity funds.  Non-diversified  funds are more susceptible
to financial,  market or economic  events  affecting the particular  issuers and
industry sectors in which it invests.

There can be no assurance that our stock selection and investment  strategy will
be successful in  outperforming  the Nasdaq 100 Index. Our ability to outperform
the Nasdaq 100 Index may be affected by, among other things,  transaction  costs
and shareholder purchases and redemptions.



<PAGE>


General Investment Risks

Understanding  the risks involved in mutual fund investing will help you make an
informed  decision that takes into account your risk tolerance and  preferences.
You should carefully consider the risks common to investing in all mutual funds,
including  the Wells Fargo Funds.  Certain  common risks are  identified  in the
"Summary  of  Important  Risks"  section on page 4. Other  risks of mutual  fund
investing include the following:

o Unlike bank deposits,  such as CDs or savings  accounts,  mutual funds are not
insured  by the FDIC.  o We cannot  guarantee  that we will meet our  investment
objectives.
o    We do not guarantee the performance of the Fund, nor can we assure you that
     the market value of your  investment  will not  decline.  We will not "make
     good" any investment  loss you may suffer,  nor can anyone we contract with
     to provide certain services, such as selling agents or investment advisors,
     offer or promise to make good any such losses.
o    Share prices -- and therefore the value of your investment -- will increase
     and decrease  with changes in the value of the  underlying  securities  and
     other investments. This is referred to as price volatility.
o    Investing in any mutual fund, including those deemed conservative, involves
     risk, including the possible loss of any money you invest.
o An  investment  in a single Fund,  by itself,  does not  constitute a complete
investment plan.
o    The Fund may also use certain  derivative  instruments,  such as options or
     futures  contracts.   The  term  "derivatives"  covers  a  wide  number  of
     investments,  but in general it refers to any  financial  instrument  whose
     value is derived, at least in part, from the price of another security or a
     specified  index,  asset or rate. Some derivatives may be more sensitive to
     interest  rate  changes or market  moves,  and some may be  susceptible  to
     changes in yields or values due to their structure or contract terms.

Investment practices and risk levels are carefully  monitored.  Every attempt is
made to ensure that the risk exposure for the Fund remains within the parameters
of its objective.

What  follows  is a  general  list of the  types  of risks  (some  of which  are
described previously) that may apply to the Fund and a table showing some of the
additional  investment  practices that the Fund may use and the risks associated
with them.  Additional  information  about these  practices  is available in the
Statement of Additional Information.

Concentration  Risk -- The risk  that  investing  portfolio  assets  in a single
industry  or  industries  exposes the  portfolio  to greater  loss from  adverse
changes affecting the industry.

Counter-Party Risk -- The risk that the other party in a repurchase agreement or
other transaction will not fulfill its contract obligation.

Credit  Risk -- The risk that the  issuer of a debt  security  will be unable to
make  interest  payments  or repay  principal  on  schedule.  If an issuer  does
default,  the affected  security could lose all of its value, or be renegotiated
at a lower interest rate or principal  amount.  Affected  securities  might also
lose liquidity. Credit risk also includes the risk that a party in a transaction
may not be able to complete the transaction as agreed.

Currency Risk-- The risk that a change in the exchange rate between U.S. dollars
and a foreign  currency may reduce the value of an investment made in a security
denominated in that foreign currency.

Diplomatic  Risk--The risk that an adverse  change in the  diplomatic  relations
between  the  United  States  and  another  country  might  reduce  the value of
liquidity of investments in either country.

Emerging  Market  Risk--The  risk that the  emerging  market,  as defined in the
glossary,  may be more  sensitive  to certain  economic  changes.  For  example,
emerging  market  countries are often dependent on  international  trade and are
therefore  often  vulnerable  to recessions  in other  countries.  They may have
obsolete financial systems,  have volatile  currencies and may be more sensitive
than more  mature  markets to a variety of  economic  factors.  Emerging  market
securities may also be less liquid than  securities of more developed  countries
and could be difficult to sell, particularly during a market downturn.

General Investment Risks (Cont'd)

Experience Risk--The risk presented by a new or innovative security. The risk is
that  insufficient  experience exists to forecast how the security's value might
be affected by various economic conditions.

Information   Risk--The  risk  that  information  about  a  security  is  either
unavailable, incomplete or is inaccurate.

Interest Rate Risk--The risk that changes in interest rates can reduce the value
of an existing security. Generally, when interest rates increase, the value of a
debt security  decreases.  The effect is usually more  pronounced for securities
with longer dates to maturity.

Leverage Risk--The risk that an investment  practice,  such as lending portfolio
securities  or  engaging  in  forward   commitment  or  when  issued  securities
transactions,  may increase a Fund's exposure to market risk, interest rate risk
or other risks by, in effect, increasing assets available for investment.

Liquidity  Risk--The risk that a security cannot be sold at the time desired, or
cannot be sold without adversely affecting the price.

Market Risk--The risk that the value of a stock,  bond or other security will be
reduced by market activity. This is a basic risk associated with all securities.

Non-Diversification  Risk  --  The  risk  that,  because  the  proportion  of  a
non-diversified fund's assets that may be invested in the securities of a single
issuer is not limited by the  Investment  Company Act of 1940 (the "1940  Act"),
greater  investment  in a  single  issuer  makes  a  fund  more  susceptible  to
financial,  economic or market  events  impacting the issuer.  (A  "diversified"
investment company is required by the 1940 Act generally, with respect to 75% of
its total assets, to invest not more than 5% of such assets in the securities of
a single issuer.)

Political  Risk--The risk that political  actions,  events or instability may be
unfavorable for investments made in a particular  nation's or region's industry,
government or markets.

Prepayment  Risk--The risk that consumers will  accelerate  their  prepayment of
mortgage  loans or other  receivables,  which  can  shorten  the  maturity  of a
mortgage-backed or other asset-backed security, and reduce a portfolio's return.

Regulatory Risk--The risk that changes in government  regulations will adversely
affect the value of a security.  Also the risk that an insufficiently  regulated
market might permit inappropriate trading practices.

In addition to the general risks discussed above, you should carefully  consider
and evaluate any special risks that may apply to investing in the Fund.  See the
"Important  Risk Factors"  section in the summary for the Fund.  You should also
see the Statement of Additional Information for additional information about the
investment practices and risks particular to the Fund.



<PAGE>



General Investment Risks (Cont'd)

Investment Practice/Risk

The following  table lists some of the  additional  investment  practices of the
Fund,  including  some not already  discussed in the  Investment  Objective  and
Investment Strategies sections of the Prospectus.  The risks indicated after the
description of the practice are NOT the only  potential  risks  associated  with
that  practice,  but are among the more  prominent.  Market  risk is assumed for
each. See the Investment Objective and Investment Strategies for the Fund or the
Statement of Additional Information for more information on these practices.

Investment  practices  and risk levels are  carefully  monitored.  We attempt to
ensure that the risk exposure for the Fund remains  within the parameters of its
objective.


                                                                       ---
                                                                         NASDAQ 100 TILT
- --------------------------------------------------- ------------------ ---
Investment Practice                                 Risk
- --------------------------------------------------- ------------------
- --------------------------------------------------- ------------------

- --------------------------------------------------- ------------------
- --------------------------------------------------- ------------------ ---
Borrowing Policies
The ability to borrow from banks for temporary  Leverage Risk o purposes to meet
shareholder redemptions.
- --------------------------------------------------- ------------------ ---
Floating and Variable Rate Debt
Instruments  with interest  rates that are adjusted  Interest Rate o either on a
schedule or when an index or and Credit Risk benchmark changes.
- --------------------------------------------------- ------------------ ---
- --------------------------------------------------- ------------------ ---
Foreign Securities
Equity securities issued by a non-U.S. company or   Information,
debt securities of a foreign government in the      Political,         o
form of an American Depository Receipt or similar   Regulatory,
investment.  Foreign securities may also be         Diplomatic,
emerging market securities, which are subject to    Liquidity and
the same risks, but to a higher degree.             Currency Risk
- --------------------------------------------------- ------------------ ---


<PAGE>


- --------------------------------------------------- ------------------ ---
Forward Commitment, When-Issued and Delayed
Delivery Transactions
Securities bought or sold for delivery at a later   Interest Rate,     o
date or bought or sold for a fixed price at a       Leverage, Credit
fixed date.                                         and
                                                    Experience Risk
- --------------------------------------------------- ------------------ ---



<PAGE>


General Investment Risks (Cont'd)

                                                                       ---
                                                                         NASDAQ 100 TILT
- --------------------------------------------------- ------------------ ---
Investment Practice                                 Risk

- --------------------------------------------------- ------------------
- --------------------------------------------------- ------------------ ---
Illiquid Securities
A security that cannot be readily sold, or cannot Liquidity Risk be readily sold
without negatively affecting its o fair price. Limited to 15% of total assets.
                                                                       ---
- --------------------------------------------------- ------------------ ---
Loans of Portfolio Securities
The practice of loaning  securities  to brokers,  Credit,  dealers and financial
institutions to increase  Counter-Party o return on those securities.  Loans may
be made up and Leverage Risk to Investment Company Act of 1940 limits (currently
one-third of total assets including the value of the collateral received).
                                                                       ---
- --------------------------------------------------- ------------------ ---
Options
The right or obligation to receive or deliver a     Credit,
security or cash payment depending on the           Information        o
security's price or the performance of an index     and Liquidity
or benchmark.  Types of options used may            Risk
include:  options on securities, options on a
stock index, stock index futures and options on
stock index futures to protect liquidity and
portfolio value.
                                                                       ---
- --------------------------------------------------- ------------------ ---
Other Mutual Funds
A pro rata portion of the other fund's expenses,  Market Risk in addition to the
expenses paid by the Fund, o will be borne by Fund shareholders.
- --------------------------------------------------- ------------------ ---
- --------------------------------------------------- ------------------ ---
Privately Issued Securities
Securities that are not publicly traded but which   Credit and         o
may or may not be resold in accordance with Rule    Counter-Party
144A under the Securities Act of 1933.              Risk
- --------------------------------------------------- ------------------ ---
Repurchase Agreements
A  transaction  in which the seller of a security  Liquidity  Risk agrees to buy
back a security at an agreed upon o time and price, usually with interest.
- --------------------------------------------------- ------------------ ---


<PAGE>


Organization and Management of the Fund

A number of different  entities provide services to the Fund. This section shows
how the Fund is organized,  lists the entities that perform different  services,
and explains how these service providers are compensated. Further information is
available in the Statement of Additional Information for the Fund.

About Wells Fargo Funds Trust
Wells Fargo Funds Trust (the "Trust") was organized as a Delaware business trust
on March 10,  1999.  The Board of  Trustees of the Trust  supervises  the Fund's
activities, monitors its contractual arrangements with various service providers
and decides upon matters of general policy.

The Trust was  created to succeed to the assets and  operations  of the  various
mutual funds in the Stagecoach  Family of Funds and the Norwest Advantage Family
of Funds. The holding company of Wells Fargo Bank, the investment advisor to the
Stagecoach  Family of Funds,  and the  holding  company  of  Norwest  Investment
Management,  Inc., the  investment  advisor to the Norwest  Advantage  Family of
Funds,  merged in November 1998.  The Board of Trustees of the Trust  supervises
the Fund's  activities and approves the selection of various  companies hired to
manage the Fund's  operation.  The major service  providers are described in the
diagram  below.  Except for the  advisers,  which  require  shareholder  vote to
change,  if  the  Board  believes  that  it is in  the  best  interests  of  the
shareholders it may make a change in one of these companies.


<PAGE>



Organization and Management of the Fund (Cont'd)



      ------------------------------------------------------------------------------------
                                       BOARD OF TRUSTEES
      ------------------------------------------------------------------------------------
                               Supervises the Fund's activities
      ------------------------------------------------------------------------------------

      ------------------------------------------ -----------------------------------------
                 INVESTMENT ADVISOR                             CUSTODIAN
      ------------------------------------------ -----------------------------------------
      Wells Fargo Bank, N.A.                     Wells Fargo Bank Minnesota, N.A.
      525 Market St., San Francisco, CA          6th Street & Marquette, Minneapolis, MN
      Manages the Fund's investment              Provides safekeeping for the Fund's
                                                 assets
      activities
      ------------------------------------------ -----------------------------------------

      ------------------------------------------------------------------------------------
                                    INVESTMENT SUB-ADVISOR
      ------------------------------------------------------------------------------------
                                [Barclays Global Fund Advisors
                             45 Fremont Street, San Francisco, CA]
                                 Manages the Fund's investment
                                          activities
      ------------------------------------------------------------------------------------

      -------------------- ----------------------- ----------------------- ---------------

                                                                            SHAREHOLDER
                                                          TRANSFER           SERVICING
          DISTRIBUTOR          ADMINISTRATOR               AGENT               AGENTS
      -------------------- ----------------------- ----------------------- ---------------

      Stephens Inc.        Wells Fargo Bank, N.A.  Boston Financial Data   Various Agents
      111 Center St.       525 Market Street          Services, Inc.
      Little Rock, AR      San Francisco, CA       Two Heritage Drive
      Markets the Fund,    Manages the             Quincy, MA              Provide
      and distributes      Fund's business         Maintains records       services to
      Fund shares          activities              of shares and           customers
                                                   supervises the
                                                   paying of dividends
      -------------------- ----------------------- ----------------------- ---------------

      ------------------------------------------------------------------------------------
                          FINANCIAL SERVICES FIRMS AND SELLING AGENTS
      ------------------------------------------------------------------------------------
             Advise current and prospective shareholders on their Fund investments
      ------------------------------------------------------------------------------------

      ------------------------------------------------------------------------------------
                                         SHAREHOLDERS
      ------------------------------------------------------------------------------------






<PAGE>


Organization and Management of the Fund (Cont'd)

In the following  sections,  the  percentages  shown are the  percentages of the
average  daily net assets of the Fund paid in an annual  basis for the  services
described.

The Investment Advisor
Wells Fargo Bank provides portfolio management and fundamental security analysis
services as the advisor for the Fund. 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 June 30, 2000, Wells Fargo Bank
and its affiliates provided advisory services for over [$131] billion in assets.
For providing these  services,  Wells Fargo Bank is entitled to receive a fee of
0.75% of the average annual net assets of the Fund.

The Sub-Advisor
[Barclays Global Fund Advisors  ("BGFA"),  a wholly owned subsidiary of Barclays
Global Investors, N.A. ("BGI"), is the sub-advisor for the Nasdaq 100 Tilt Fund.
In this  capacity,  it is  responsible  for the model that is used to  determine
portfolio  weightings and the selection of securities  for the portfolio.  As of
June 30, 2000, BGI managed or provided  investment advice for assets aggregating
in excess of [$738] billion.]

The Administrator
Wells  Fargo Bank  provides  the Fund with  administration  services,  including
general supervision of the Fund's operation,  coordination of the other services
provided to the Fund,  compilation of information for reports to the SEC and the
state  securities  commissions,  preparation of proxy statements and shareholder
reports,  and  general  supervision  of  data  compilation  in  connection  with
preparing  periodic  reports to the Trust's  Trustees and officers.  Wells Fargo
Bank also  furnishes  office space and certain  facilities to conduct the Fund's
business. For providing these services,  Wells Fargo Bank is entitled to receive
a fee of 0.15% of the average annual net assets of the Fund.

Shareholder Servicing Plan
We have a  shareholder  servicing  plan for the Fund.  Under this plan,  we have
engaged various shareholder  servicing agents to process purchase and redemption
requests,  to  service  shareholder  accounts,  and  to  provide  other  related
services. For these services, the Fund pays 0.25% of its average net assets.

The Transfer Agent
Boston  Financial Data Services,  Inc.  ("BFDS")  provides  transfer  agency and
dividend  disbursing  services to the Fund. For providing these  services,  BFDS
receives an annual fee, certain  transaction-related fees, and is reimbursed for
out-of-pocket expenses incurred on behalf of the Fund.



<PAGE>



Your Account

This  section  tells you how Fund shares are priced,  how to open an account and
how to buy and sell Fund shares once your account is open.

Pricing Fund Shares
o    As with all mutual fund  investments,  the price you pay to purchase shares
     or the price you receive  when you redeem  shares is not  determined  until
     after a request has been received in proper form.
o    We determine the NAV each  business day as of the close of regular  trading
     on  the  New  York  Stock  Exchange  ("NYSE").  We  determine  the  NAV  by
     subtracting the Fund class's  liabilities  from its total assets,  and then
     dividing the result by the total number of outstanding shares of the class.
     The Fund's assets are generally  valued at current market  prices.  See the
     Statement of Additional Information for further information.
o    We process  requests to buy or sell shares of the Fund each business day as
     of the close of  regular  trading on the NYSE,  which is usually  1:00 p.m.
     (Pacific  time)/3:00 p.m.  (Central time). If the markets close early,  the
     Funds may close early and may value its shares at earlier times under these
     circumstances.  Any  request we receive in proper  form before this time is
     processed  the same day.  Requests  we receive  after the  cutoff  time are
     processed the next business day.
o    The Fund is open for  business  on each day the NYSE is open for  business.
     NYSE  holidays  include  New Year's  Day,  Martin  Luther  King,  Jr.  Day,
     President's Day, Good Friday,  Memorial Day,  Independence  Day, Labor Day,
     Thanksgiving  Day and  Christmas  Day. When any holiday falls on a weekend,
     the NYSE  typically  is closed on the weekday  immediately  before or after
     such holiday.

How to Buy Shares

You Can Buy Fund Shares
o Through a brokerage  account  established  with an approved  selling  agent. o
Through certain retirement, benefits and pension plans, or
o through certain packaged  investment products (please see the providers of the
plan for instructions).

Minimum Investments
o    $1,000 minimum initial investment; and
o    $100 for all subsequent investments.

We may waive the  minimum for Funds you  purchase  through  certain  retirement,
benefit and pension plans, through certain packaged investment products,  or for
certain  classes of  shareholders  as permitted  by the SEC.  Check the specific
disclosure statements and applications for the program through which you invest.



<PAGE>



How to Sell Shares

Please consult the specific disclosure  statements for the account through which
you have  purchased  Fund  shares for  additional  information  on selling  Fund
shares.

o    We will process requests to sell shares at the first NAV calculated after a
     request in proper form is  received.  Requests  received  before the cutoff
     times are processed on the same business day.

o    Generally,  we pay  redemption  requests  in cash,  unless  the  redemption
     request is for more than  $250,000 or 1% of the net assets of the Fund by a
     single  shareholder  over  any  ninety-day  period.  If  a  request  for  a
     redemption  is over these  limits,  it may be to the  detriment of existing
     shareholders to pay such redemption in cash.  Therefore,  we may pay all or
     part of the redemption in securities of equal value.

How to Exchange Shares

Exchanges  between Wells Fargo Funds are two  transactions:  a sale of shares of
one Fund and the purchase of shares of another.  In general,  the same rules and
procedures  that apply to sales and  purchases  apply to  exchanges.  There are,
however,  additional factors you should keep in mind while making or considering
an exchange:

o You may make exchanges between like share classes.
o You should  carefully  read the Prospectus for the Fund into which you wish to
exchange.
o Every  exchange  involves  selling  Fund  shares  and that sale may  produce a
capital  gain or loss for federal  income tax  purposes.  o If you are making an
initial  investment  into a new Fund through an exchange,  you must  exchange at
least the minimum first purchase
     amount of the Fund you are redeeming,  unless your balance has fallen below
that amount due to market  conditions.  o Any exchange between Funds you already
own must meet the minimum  redemption  and subsequent  purchase  amounts for the
Funds
     involved.
o    We reserve the right to limit or reject exchange orders.  Generally, we
     will notify you 60 days in advance of any changes in your exchange
     privileges.
o    In order to  discourage  excessive  exchange  activity that could result in
     additional  expenses and lower returns for the Fund,  the Fund may restrict
     or refuse  exchanges  from market  timers.  You may be  considered a market
     timer if you completed more than one exchange  within a 3 month period,  or
     seem to be following a timing pattern.




<PAGE>



Additional Services and Other Information

Automatic Programs
Automatic  programs  help you  conveniently  purchase  and/or redeem shares each
month, check with your selling agent for more information.

Dividend and Capital Gain Distributions
The Fund pays any dividends and capital gains distributions at least annually.

Consult with your selling agent regarding distribution options:

o    Automatic  Reinvestment  Option - Lets you buy new shares of the same class
     of the Fund that generated the distributions.  The new shares are purchased
     at  NAV  generally  on  the  day  the  income  is  paid.   This  option  is
     automatically assigned to your account unless you specify another option.
o    Directed Distribution Purchase Option - Lets you buy shares of a different Wells Fargo Fund of the same

Remember,  distributions  have the effect of  reducing  the NAV per share by the
amount distributed.



<PAGE>


  Taxes
  The following  discussion regarding taxes is based on laws that were in effect
  as of the date of this Prospectus.  The discussion summarizes only some of the
  important tax considerations that affect the Fund and you as a shareholder. It
  is not intended as a substitute  for careful tax planning.  You should consult
  your tax  advisor  about  your  specific  tax  situation.  Federal  income tax
  considerations   are   discussed   further  in  the  Statement  of  Additional
  Information.

  Dividends  distributed  from the Fund  attributable  to its income  from other
  investments  and net  short-term  capital gain  (generally,  the excess of net
  short-term capital gains over net long-term capital losses) will be taxable to
  you as ordinary income. Corporate shareholders may be able to deduct a portion
  of their dividends when determining their taxable income.

  We will  pass on to you any net  capital  gain  (generally  the  excess of net
  long-term capital gains over net short-term capital losses) earned by the Fund
  as a capital  gain  distribution.  In  general,  these  distributions  will be
  taxable to you as  long-term  capital  gains which may qualify for taxation at
  preferential   rates  in  the  hands  of   non-corporate   shareholders.   Any
  distribution that is not from net investment income, short term capital gains,
  or  net  capital  gain  may  be  characterized  as  a  return  of  capital  to
  shareholders.

  Backup Withholding
  The Trust may be required to  withhold,  subject to certain  exemptions,  at a
  rate  of 31%  ("backup  withholding")  on  all  distributions  and  redemption
  proceeds (including  proceeds from exchanges and redemptions  in-kind) paid or
  credited to an individual Fund shareholder,  unless the shareholder  certifies
  that the "taxpayer identification number" ("TIN") provided is correct and that
  the shareholder is not subject to backup withholding,  or the IRS notifies the
  Trust that the  shareholder's  TIN is  incorrect  or that the  shareholder  is
  subject to backup  withholding.  Such tax  withheld  does not  constitute  any
  additional tax imposed on the shareholder, and may be claimed as a tax payment
  on the  shareholder's  Federal  income tax return.  An investor must provide a
  valid TIN upon opening or reopening an account. Failure to furnish a valid TIN
  to the Trust also could subject the investor to penalties imposed by the IRS.




<PAGE>


Glossary

We provide the following  definitions to assist you in reading this  Prospectus.
For a more  complete  understanding  of these  terms  you  should  consult  your
financial adviser.

ACH
Refers to the  "Automated  Clearing  House"  system  maintained  by the  Federal
Reserve Bank which allows banks to process  checks,  transfer  funds and perform
other tasks.

American Depositary Receipts ("ADRs")
Receipts for non-U.S. company stocks.  The stocks underlying ADRs are typically held in bank vaults.  The ADR's owner is entitled to
any capital gains or dividends.  ADRs are one way of owning an equity interest in foreign companies.

Annual and Semi-Annual Report
A document that provides certain  financial and other important  information for
the most recent reporting period and each Fund's portfolio of investments.

Business Day
Any day the New York Stock Exchange is open is a business day for the Funds.

Capital Appreciation, Capital Growth
The increase in the value of a security. See also "total return."

Capitalization
When referring to the size of a company,  capitalization  means the total number
of a company's  outstanding  shares of stock  multiplied by the price per share.
This is an accepted  method of  determining  a company's  size and is  sometimes
referred to as "market capitalization."

Capital Structure
Refers to how a company has raised money to operate.  Can include,  for example,
borrowing or selling stock.

Commercial Paper
Debt  instruments  issued by banks,  corporations  and other  issuers to finance
short-term  credit needs.  Commercial  paper typically is of high credit quality
and offers below market interest rates.

Convertible Debt Securities
Bonds or notes that are exchangeable  for equity  securities at a set price on a
set date or at the election of the holder.

Derivatives
Securities  whose values are derived in part from the value of another  security
or index. An example is a stock option.

Distributions
Dividends and/or capital gains paid by a Fund on its shares.

Diversified
A  diversified  fund, as defined by the  Investment  Company Act of 1940, is one
that invests in cash, Government  securities,  other investment companies and no
more than 5% of its total assets in a single  issuer.  These policies must apply
to 75% of the Funds' total assets.

Glossary (Cont'd)

Dollar-Denominated
Securities issued by foreign banks, companies or governments in U.S. dollars.

Illiquid Security
A security  which  cannot be readily  sold,  or cannot be readily  sold  without
negatively affecting its fair price.

Liquidity
The ability to readily sell a security at a fair price.

Nationally Recognized Rating Organization ("NRRO")
A company that examines the ability of a bond issuer to meet its obligations and
which rates the bonds accordingly.

Net Asset Value ("NAV")
The value of a single fund share.  It is determined by adding  together all of a
Fund's assets, subtracting accrued expenses and other liabilities, then dividing
by the total number of shares.

Options
An option is the right to buy or sell a security  based on an agreed  upon price
at a specified  time. For example,  an option may give the holder of a stock the
right to sell the stock to another  party,  allowing the seller to profit if the
price  has  fallen  below the  agreed  price.  Options  may also be based on the
movement of an index such as the S&P 500.

Repurchase Agreement
An agreement between a buyer and seller of a security in which the seller agrees
to repurchase the security at an agreed upon price and time.

Selling Agent
A person who has an agreement with the Funds'  distributors  that allows them to
sell a Fund's shares.

Shareholder Servicing Agent
Anyone  appointed  by the Fund to maintain  shareholder  accounts  and  records,
assist and provide information to shareholders or perform similar functions.

Signature Guarantee
A guarantee given by a financial  institution  that has verified the identity of
the maker of the signature.

Nasdaq 100 Index
Index of the 100 largest  companies listed on the Nasdaq Stock Market.  The list
is updated quarterly,  and companies on this index are typically  representative
of  technology-related   industries  such  as  computer  hardware  and  software
products,  telecommunications,   biotechnology,  services  and  retail/wholesale
trade.

Statement of Additional Information
A document that supplements the disclosure made in the Prospectus.

Taxpayer Identification Number
Usually  the  social   security   number  for  an  individual  or  the  Employer
Identification Number for a corporation.

Glossary (Cont'd)

Total Return
The total value of capital growth and the value of all  distributions,  assuming
that distributions were used to purchase additional shares of the Funds.

Turnover Ratio
The  percentage  of the  securities  held  in a  Fund's  portfolio,  other  than
short-term securities, that were bought or sold within a year.



<PAGE>




YOU MAY WISH TO REVIEW THE FOLLOWING DOCUMENT:

STATEMENT OF ADDITIONAL INFORMATION
supplements the disclosures made by this Prospectus. The Statement of Additional
Information  has been filed with the SEC and is  incorporated  by reference into
this Prospectus and is legally part of this Prospectus.

THIS DOCUMENT IS AVAILABLE FREE OF CHARGE:
Call 1-800-222-8222

Write to:
Wells Fargo Funds
PO Box 8266
Boston, MA  02266-8266; or

Visit the SEC's web site at
http://www.sec.gov

REQUEST COPIES FOR A FEE BY WRITING TO:
SEC Public Reference Room, Washington, DC  20549-6009
Call:  1-800-SEC-0330 for details

Additional  services  questions can be answered by calling your specific product
group at Wells Fargo Bank: Online Brokerage Services - 1-800-TRADERS  (872-3377)
Wells Fargo  Checking and Savings:  1-800-869-3557  Next Stage IRA or Stagecoach
IRA: 1-800-237-8472 Portfolio Advisor - 1-877-689-7882





                          --------------------------------------------------
ICA Reg. No. 811-09253    NOT FDIC INSURED-NO BANK GUARANTEE-MAY LOSE VALUE  WFFT OP (7/00)
                          --------------------------------------------------



<PAGE>


                                                    26
                                                        JULY 24, 2000


             Wells Fargo Tax-Free Funds
                  Prospectus


                           Please  read this  Prospectus  and keep it for future
                           reference.   It  is  designed  to  provide  you  with
                           important  information  and to help you decide if the
                           Funds goals match your own.

Nebraska Tax-Free Fund     These securities have not been approved
   Institutional Class     or disapproved by the U.S. Securities and
                           Exchange Commission ("SEC"),
                           nor has the SEC passed upon the
                           accuracy or adequacy of this Prospectus.
                           Any representation to the contrary is a
                           criminal offense.

                           Fund shares are NOT deposits or other obligations of,
                           or issued,  endorsed  or  guaranteed  by Wells  Fargo
                           Bank,  N.A.  ("Wells  Fargo  Bank")  or  any  of  its
                           affiliates. Fund shares are NOT insured or guaranteed
                           by the U.S. Government, the Federal Deposit Insurance
                           Corporation   ("FDIC")  or  any  other   governmental
                           agency.  AN INVESTMENT  IN THE FUND INVOLVES  CERTAIN
                           RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.



<PAGE>


TABLE OF CONTENTS

Overview                              Objective and Principal
                                         Strategy
This section contains                 Summary of Important Risks
important summary                     Summary of Expenses
information about the                 Key Information
Fund.

The Fund                              Nebraska Tax-Free Fund
                                      General Investment Risks
This section contains  Organization and Management important  information of the
Fund about the Fund.


Your Investment                       Your Account
                                         How to Buy Shares
Turn  to  this  section  for How to  Sell  Shares  information  on how to How to
Exchange Shares open an account and how to buy, sell and exchange Fund shares.



Reference                             Other Information
                                      Glossary
Look here for
additional information
and term definitions




<PAGE>


Nebraska Tax-Free Fund Overview

See the individual Fund description in this Prospectus for further details.

Objective
Seeks current income exempt from federal income tax and Nebraska personal income
tax.

Principal Strategy
We invest primarily in investment grade Nebraska municipal securities of varying
maturities.



<PAGE>


Summary of Important Risks

   This  section  summarizes  important  risks  for the Fund  described  in this
   Prospectus.  Additional  information  about these and other risks is included
   in:

o the individual Fund Description later in this Prospectus; o under the "General
Investment Risks" section beginning on page 11; and o in the Fund's Statement of
Additional Information.

   An  investment  in the Fund is not a deposit  of Wells  Fargo Bank and is not
   insured or guaranteed by the Federal  Deposit  Insurance  Corporation  or any
   other  government  agency.  It is possible to lose money by  investing in the
   Fund.


   The Fund  invests in debt  instruments,  such as notes and  bonds,  which 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. 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 instruments in a Fund's portfolio,  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  instruments  held in a
   Fund,  unless the instrument has adjustable or variable rate features,  which
   can reduce  interest  rate risk.  Changes in market  interest  rates may also
   extend or shorten  the  duration  of certain  types of  instruments,  such as
   asset-backed securities, thereby affecting their value and the return on your
   investment.

   The  Fund  may   invest   in   municipal   obligations   that   rely  on  the
   creditworthiness  or revenue  production of their issuers or ancillary credit
   enhancement  features.  Municipal  obligations  may be  difficult  to  obtain
   because of limited supply, which may increase the cost of such securities and
   effectively  reduce the portfolio's  yield.  Typically,  less  information is
   available  about a  municipal  issuer  than is  available  for other types of
   securities issuers.

   Although we strive to invest in municipal  obligations  and other  securities
   with interest that is exempt from federal  personal  income taxes,  including
   the federal AMT,  some income  earned by Fund  investments  may be subject to
   such taxes.

   Tax-Free  Funds take advantage of tax laws that allow the income from certain
   investments  to be exempted from federal and, in some cases,  state  personal
   income tax.  Capital gains,  whether  declared by the Fund or realized by the
   shareholder through the selling of Fund shares, are generally taxable.

   The Fund is  considered  to be  non-diversified  according to the  Investment
   Company Act of 1940, as amended ("1940 Act").  The majority of the issuers of
   the  securities  in  the  Fund's   portfolio  are  located  within  Nebraska.
   Non-diversified,  geographically  concentrated funds are riskier than similar
   funds  that  are  diversified  or  spread  their   investments  over  several
   geographic  areas.  Default by a single  security in the portfolio may have a
   greater negative affect than a similar default in a diversified portfolio.


Fund-Specific Risks

   Since we invest heavily in Nebraska municipal securities,  events in Nebraska
   are  likely to  effect  the  Fund's  investments.  The  Nebraska  economy  is
   primarily based on agriculture and  agricultural  processing.  but has become
   increasingly  diversified with relatively steady growth in the manufacturing,
   services  and  finance,  insurance  and real estate  industries.  While these
   recent  trends have helped  diversify the Nebraska  economy,  it may still be
   significantly  impacted  by changes in  agricultural  conditions  such as the
   weather,  fluctuations in commodity markets,  world agricultural  production,
   import and export and  decreases in federal  agriculture  subsidy and support
   programs.

   The State of Nebraska does not directly issue debt. The obligations issued by
   municipalities  or political  subdivisions  which are permitted to issue debt
   are not backed by the State's  full faith and credit.  Accordingly,  the Fund
   relies on the  availability  of, and must  individually  analyze the economic
   condition  of,  securities  issued by the various  municipalities  and public
   authorities in Nebraska.  We may invest 25% or more of our assets in Nebraska
   municipal securities that are related in such a way that political,  economic
   or business developments effecting one obligation would effect others.




<PAGE>


   Performance History

   This Fund has been in operation for less than one calendar year, therefore no
performance information is shown.




<PAGE>


Summary of Expenses

  These  tables  are  intended  to help you  understand  the  various  costs and
  expenses  you will pay as a  shareholder  in the  Fund.  These  tables  do not
  reflect  charges  that may be imposed in  connection  with an account  through
  which you hold Fund shares.

- ---------------------------------------------- --------------------------


Shareholder Fees                               Nebraska Tax-Free Fund
                                               --------------------------
                                               Institutional Class
- ----------------------------------------------
                                               --------------------------
Maximum sales charge (load)
   imposed on purchases (as a percentage of
   offering price)                             None
- ---------------------------------------------- --------------------------
Maximum deferred sales charge (load)
   (as a percentage of the lower of the Net    None
  Asset Value ("NAV") at purchase or the NAV
  at redemption)
- ---------------------------------------------- --------------------------


- ------------------------------- -----------------------

                                  Nebraska Tax-Free
                                         Fund
                                -----------------------
                                -----------------------
                                 Institutional Class
- -------------------------------
                                -----------------------
Management Fee                          0.50%
- ------------------------------- -----------------------
- ------------------------------- -----------------------
Distribution (12b-1) Fee                0.00%
- ------------------------------- -----------------------
Other Expenses5                         0.54%
- ------------------------------- -----------------------
TOTAL ANNUAL FUND
   OPERATING
   EXPENSES                             1.04%
- ------------------------------- -----------------------
Fee Waivers6                            0.21%
- ------------------------------- -----------------------
NET EXPENSES                            0.83%
- ------------------------------- -----------------------


Example of Expenses
These  examples  are  intended to help you compare the cost of  investing in the
Fund with the cost of  investing in other mutual  funds.  The examples  assume a
fixed  rate of return and the fund  operating  expenses  remain  the same.  Your
actual costs may be higher or lower than those shown.

You would pay the  following  expenses  on a $10,000  investment  assuming  a 5%
annual return and that you redeem your shares at the end of each period:

- ------------------- ----------------------------------

                         Nebraska Tax-Free Fund
                    ----------------------------------
                    ----------------------------------
                           Institutional Class
- -------------------
                    ----------------------------------
1 YEAR                            $ 85
- ------------------- ----------------------------------
3 YEARS                           $310
- ------------------- ----------------------------------



<PAGE>


Key Information

Important information you should look for as you decide to invest in the Fund:
The summary information on the previous pages is designed to provide you with an
overview of the Fund. The sections that follow provide more detailed information
about the investments and management of the Fund.

Investment Objective and Investment Strategies
The investment objective of the Fund in this Prospectus is non-fundamental, that
is, it can be changed by a vote of the Board of Trustees  alone.  The  objective
and  strategy  descriptions  for the Fund tell you: o what the Fund is trying to
achieve; and o how we intend to invest your money.

Permitted Investments
A summary of the Fund's key permitted investments and practices.

Important Risk Factors
Describes the key risk factors for the Fund, and includes risks described in the
"Summary of Important Risks" and "General Investment Risks" sections.

Words appearing in italicized  print and highlighted in color are defined in the
Glossary.



<PAGE>


Nebraska Tax-Free Fund

Portfolio Managers:            Mark Walter
                                            Patricia D. Hovanetz, CFA

Investment Objective
The Nebraska Tax-Free Fund seeks current income exempt from federal income taxes
and Nebraska personal income tax.

Investment Strategies
We actively  manage a portfolio of  municipal  securities  and we buy  municipal
securities of any maturity  length.  The portfolio's  weighted  average maturity
will vary depending on market conditions, economic conditions including interest
rates,  the  differences  in yields between  obligations  of different  maturity
lengths and other factors.  Generally,  we will attempt to capture greater total
return by increasing  maturity  when we expect  interest  rates to decline,  and
attempt to preserve  capital by  shortening  maturity  when  interest  rates are
expected to increase.  We invest  primarily in a portfolio of  investment  grade
municipal securities.

Permitted Investments
Under normal market conditions, we invest:

o at least 80% of net assets in municipal  securities  that pay interest  exempt
from federal income tax; o at least 65% of total assets in municipal  securities
that pay interest  exempt from Nebraska  personal income tax; o up to 20% of net
assets in  securities  whose  income is subject  to the  federal  AMT;  and o in
municipal  obligations rated in the four highest credit categories by NRROs, and
in securities deemed by the advisor to be of
     comparable quality.

We may temporarily hold assets in cash or in money market instruments, including
U.S.  Government  obligations,  shares  of other  mutual  funds  and  repurchase
agreements, or make other short-term investments either to maintain liquidity or
for short-term defensive purposes when we believe it is in the best interests of
shareholders  to do so.  During  these  periods,  the Fund may not  achieve  its
objective  of current  income  exempt from  federal  income  taxes and  Nebraska
personal income taxes.

Important Risk Factors

Since we invest heavily in Nebraska municipal securities, events in Nebraska are
likely to effect the Fund's investments. The Nebraska economy is primarily based
on  agriculture  and  agricultural  processing.   but  has  become  increasingly
diversified  with relatively  steady growth in the  manufacturing,  services and
finance,  insurance and real estate  industries.  While these recent trends have
helped diversify the Nebraska economy, it may still be significantly impacted by
changes  in  agricultural  conditions  such  as  the  weather,  fluctuations  in
commodity  markets,  world  agricultural  production,   import  and  export  and
decreases in federal agriculture subsidy and support programs.

The State of Nebraska does not directly  issue debt. The  obligations  issued by
municipalities or political  subdivisions  which are permitted to issue debt are
not backed by the State's full faith and credit. Accordingly, the Fund relies on
the availability of, and must  individually  analyze the economic  condition of,
securities  issued by the  various  municipalities  and  public  authorities  in
Nebraska.  We may  invest  25% or  more  of our  assets  in  Nebraska  municipal
securities that are related in such a way that  political,  economic or business
developments effecting one obligation would effect others.

Municipal securities rely on the creditworthiness or revenue production of their
issuers.  Municipal  obligations  may be difficult to obtain  because of limited
supply,  which may increase the cost of such securities and  effectively  reduce
the  portfolio's  yield.  Typically,  less  information  is  available  about  a
municipal issuer than is available for other types of securities issuers.

Although we strive to invest in municipal  securities and other  securities with
interest  that is exempt from  federal  personal  income  taxes,  including  the
federal  AMT,  some  income  earned by Fund  investments  may be subject to such
taxes.

You should  consider  the "Summary of  Important  Risks"  section on page 4; the
"General  Investment  Risks" section beginning on page 9; and the specific risks
listed here. They are all important to your investment choice.



<PAGE>


General Investment Risks

Understanding  the risks involved in mutual fund investing will help you make an
informed  decision that takes into account your risk tolerance and  preferences.
You should carefully consider the risks common to investing in all mutual funds,
including  the Wells Fargo Funds.  Certain  common risks are  identified  in the
"Summary  of  Important  Risks"  section on page 4. Other  risks of mutual  fund
investing include the following:

o Unlike bank deposits,  such as CDs or savings  accounts,  mutual funds are not
insured  by the FDIC.  o We cannot  guarantee  that we will meet our  investment
objective.
o    We do not guarantee the performance of the Fund, nor can we assure you that
     the market value of your  investment  will not  decline.  We will not "make
     good" any investment  loss you may suffer,  nor can anyone we contract with
     to provide certain services, such as selling agents or investment advisors,
     offer or promise to make good any such losses.
o    Share prices -- and therefore the value of your investment -- will increase
     and decrease  with changes in the value of the  underlying  securities  and
     other investments. This is referred to as price volatility.
o    Investing in any mutual fund, including those deemed conservative, involves
     risk, including the possible loss of any money you invest.
o An  investment  in a single Fund,  by itself,  does not  constitute a complete
investment plan.
o    The Fund may also use certain  derivative  instruments,  such as options or
     futures  contracts.   The  term  "derivatives"  covers  a  wide  number  of
     investments,  but in general it refers to any  financial  instrument  whose
     value is derived, at least in part, from the price of another security or a
     specified  index,  asset or rate. Some derivatives may be more sensitive to
     interest  rate  changes or market  moves,  and some may be  susceptible  to
     changes in yields or values due to their structure or contract terms.

We carefully monitor investment practices and risk levels and make every attempt
to ensure that the risk exposure for the Fund remains  within the  parameters of
its objective.

What  follows  is a  general  list of the  types  of risks  (some  of which  are
described previously) that may apply to the Fund and a table showing some of the
additional  investment  practices that the Fund may use and the risks associated
with them.  Additional  information  about these  practices  is available in the
Statement of Additional Information.

Counter-Party Risk -- The risk that the other party in a repurchase agreement or
other transaction will not fulfill its contract obligation.

Credit  Risk -- The risk that the  issuer of a debt  security  will be unable to
make  interest  payments  or repay  principal  on  schedule.  If an issuer  does
default,  the affected  security could lose all of its value, or be renegotiated
at a lower interest rate or principal  amount.  Affected  securities  might also
lose liquidity. Credit risk also includes the risk that a party in a transaction
may not be able to complete the transaction as agreed.

Currency Risk-- The risk that a change in the exchange rate between U.S. dollars
and a foreign  currency may reduce the value of an investment made in a security
denominated in that foreign currency.

Experience Risk--The risk presented by a new or innovative security. The risk is
that  insufficient  experience exists to forecast how the security's value might
be affected by various economic conditions.

Information   Risk--The  risk  that  information  about  a  security  is  either
unavailable, incomplete or is inaccurate.

Interest Rate Risk--The risk that changes in interest rates can reduce the value
of an existing security. Generally, when interest rates increase, the value of a
debt security  decreases.  The effect is usually more  pronounced for securities
with longer dates to maturity.

Leverage Risk--The risk that an investment  practice,  such as lending portfolio
securities  or  engaging  in  forward   commitment  or  when  issued  securities
transactions,  may increase a Fund's exposure to market risk, interest rate risk
or other risks by, in effect, increasing assets available for investment.


General Investment Risks (Cont'd)

Liquidity  Risk--The risk that a security cannot be sold at the time desired, or
cannot be sold without adversely affecting the price.

Market Risk--The risk that the value of a stock,  bond or other security will be
reduced by market activity. This is a basic risk associated with all securities.

Political  Risk--The risk that political  actions,  events or instability may be
unfavorable for investments made in a particular  nation's or region's industry,
government or markets.

Prepayment  Risk--The risk that consumers will  accelerate  their  prepayment of
mortgage  loans or other  receivables,  which  can  shorten  the  maturity  of a
mortgage-backed or other asset-backed security, and reduce a portfolio's return.

Regulatory Risk--The risk that changes in government  regulations will adversely
affect the value of a security.  Also the risk that an insufficiently  regulated
market might permit inappropriate trading practices.

In addition to the general risks discussed above, you should carefully  consider
and evaluate any special risks that may apply to investing in the Fund.  See the
"Important  Risk Factors"  section in the summary for the Fund.  You should also
see the Statement of Additional Information for additional information about the
investment practices and risks particular to the Fund.



<PAGE>



General Investment Risks (Cont'd)

Investment Practice/Risk

The following  table lists some of the  additional  investment  practices of the
Fund,  including  some not already  described in the  Investment  Objective  and
Investment Strategies sections of the Prospectus.  The risks indicated after the
description of the practice are NOT the only  potential  risks  associated  with
that  practice,  but are among the more  prominent.  Market  risk is assumed for
each. See the Investment Objective and Investment Strategies for the Fund or the
Statement of Additional Information for more information on these practices.

Investment  practices  and risk levels are  carefully  monitored.  We attempt to
ensure that the risk exposure for the Fund remains  within the parameters of its
objective.


                                                                       ---
                                                                         NEBRASKA TAX-FREE
- --------------------------------------------------- ------------------ ---
Investment Practice                                 Risk
- --------------------------------------------------- ------------------
- --------------------------------------------------- ------------------

- --------------------------------------------------- ------------------
- --------------------------------------------------- ------------------ ---
Borrowing Policies
The ability to borrow from banks for temporary  Leverage Risk o purposes to meet
shareholder redemptions.
- --------------------------------------------------- ------------------ ---
Floating and Variable Rate Debt
Instruments  with interest  rates that are adjusted  Interest Rate o either on a
schedule or when an index or and Credit Risk benchmark changes.
- --------------------------------------------------- ------------------ ---


<PAGE>


- --------------------------------------------------- ------------------ ---
Forward Commitment, When-Issued and Delayed
Delivery Transactions
Securities bought or sold for delivery at a later   Interest Rate,     o
date or bought or sold for a fixed price at a       Leverage, Credit
fixed date.                                         and
                                                    Experience Risk
- --------------------------------------------------- ------------------ ---



<PAGE>


General Investment Risks (Cont'd)

                                                                       ---
                                                                         NEBRASKA TAX-FREE
- --------------------------------------------------- ------------------ ---
Investment Practice                                 Risk

- --------------------------------------------------- ------------------
- --------------------------------------------------- ------------------ ---
Illiquid Securities
A security that cannot be readily sold, or cannot Liquidity Risk be readily sold
without negatively affecting its o fair price. Limited to 15% of total assets.
                                                                       ---
- --------------------------------------------------- ------------------ ---
Loans of Portfolio Securities
The practice of loaning  securities  to brokers,  Credit,  dealers and financial
institutions to increase  Counter-Party o return on those securities.  Loans may
be made up and Leverage Risk to Investment Company Act of 1940 limits (currently
one-third of total assets including the value of the collateral received).
                                                                       ---
- --------------------------------------------------- ------------------ ---
Options
The right or obligation to receive or deliver a     Credit,
security or cash payment depending on the           Information        o
security's price or the performance of an index     and Liquidity
or benchmark.  Types of options used may            Risk
include:  options on securities, options on a
stock index, stock index futures and options on
stock index futures to protect liquidity and
portfolio value.
                                                                       ---
- --------------------------------------------------- ------------------ ---
Other Mutual Funds
A pro rata portion of the other fund's expenses,  Market Risk in addition to the
expenses paid by the Fund, o will be borne by Fund shareholders.
- --------------------------------------------------- ------------------ ---
- --------------------------------------------------- ------------------ ---
Privately Issued Securities
Securities that are not publicly traded but which   Credit and         o
may or may not be resold in accordance with Rule    Counter-Party
144A under the Securities Act of 1933.              Risk
- --------------------------------------------------- ------------------ ---
Repurchase Agreements
A  transaction  in which the seller of a security  Liquidity  Risk agrees to buy
back a security at an agreed upon o time and price, usually with interest.
- --------------------------------------------------- ------------------ ---


<PAGE>


Organization and Management of the Fund

A number of different  entities provide services to the Fund. This section shows
how the Fund is organized,  lists the entities that perform different  services,
and explains how these service providers are compensated. Further information is
available in the Statement of Additional Information for the Fund.

About Wells Fargo Funds Trust
Wells Fargo Funds Trust (the "Trust") was organized as a Delaware business trust
on March 10,  1999.  The Board of  Trustees of the Trust  supervises  the Fund's
activities, monitors its contractual arrangements with various service providers
and decides upon matters of general policy.

The Trust was  created to succeed to the assets and  operations  of the  various
mutual funds in the Stagecoach  Family of Funds and the Norwest Advantage Family
of Funds. The holding company of Wells Fargo Bank, the investment advisor to the
Stagecoach  Family of Funds,  and the  holding  company  of  Norwest  Investment
Management,  Inc., the  investment  advisor to the Norwest  Advantage  Family of
Funds,  merged in November 1998.  The Board of Trustees of the Trust  supervises
the Fund's  activities and approves the selection of various  companies hired to
manage the Fund's  operation.  The major service  providers are described in the
diagram  below.  Except for the  advisors,  which  require  shareholder  vote to
change,  if  the  Board  believes  that  it is  in  the  best  interest  of  the
shareholders it may make a change in one of these companies.


<PAGE>



Organization and Management of the Fund (Cont'd)



      ------------------------------------------------------------------------------------
                                       BOARD OF TRUSTEES
      ------------------------------------------------------------------------------------
                               Supervises the Fund's activities
      ------------------------------------------------------------------------------------

      ------------------------------------------ -----------------------------------------
                 INVESTMENT ADVISOR                             CUSTODIAN
      ------------------------------------------ -----------------------------------------
      Wells Fargo Bank, N.A.                     Wells Fargo Bank Minnesota, N.A.
      525 Market St., San Francisco, CA          6th Street & Marquette, Minneapolis, MN
      Manages the Fund's investment              Provides safekeeping for the Fund's
                                                 assets
      activities
      ------------------------------------------ -----------------------------------------

      ------------------------------------------------------------------------------------
                                    INVESTMENT SUB-ADVISOR
      ------------------------------------------------------------------------------------
                             Wells Capital Management Incorporated
                               525 Market St., San Francisco, CA
                                 Manages the Fund's investment
                                          activities
      ------------------------------------------------------------------------------------

      -------------------- ----------------------- ----------------------- ---------------

                                                                            SHAREHOLDER
                                                          TRANSFER           SERVICING
          DISTRIBUTOR          ADMINISTRATOR               AGENT               AGENTS
      -------------------- ----------------------- ----------------------- ---------------

      Stephens Inc.        Wells Fargo Bank, N.A.  Boston Financial Data   Various Agents
      111 Center St.       525 Market Street          Services, Inc.
      Little Rock, AR      San Francisco, CA       Two Heritage Drive
      Markets the Fund,    Manages the             Quincy, MA              Provide
      and distributes      Fund's business         Maintains records       services to
      Fund shares          activities              of shareholders and     customers
                                                   supervises the
                                                   paying of dividends
      -------------------- ----------------------- ----------------------- ---------------

      ------------------------------------------------------------------------------------
                          FINANCIAL SERVICES FIRMS AND SELLING AGENTS
      ------------------------------------------------------------------------------------
             Advise current and prospective shareholders on their Fund investments
      ------------------------------------------------------------------------------------

      ------------------------------------------------------------------------------------
                                         SHAREHOLDERS
      ------------------------------------------------------------------------------------






<PAGE>


Organization and Management of the Fund (Cont'd)

In the following  sections,  the  percentages  shown are the  percentages of the
average  daily net assets of the Fund paid on an annual  basis for the  services
described.

The Investment Advisor
Wells Fargo Bank provides portfolio management and fundamental security analysis
services as the advisor for the Fund. 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 June 30, 2000, Wells Fargo Bank
and its affiliates provided advisory services for over [$131] billion in assets.
For  providing  these  services  to the Fund,  Wells  Fargo Bank is  entitled to
receive a fee of 0.50% of the average annual net assets of the Fund.

The Sub-Advisor
Wells Capital  Management  Incorporated  ("WCM"),  a wholly owned  subsidiary of
Wells Fargo Bank, N.A., is the sub-advisor for the Fund. In this capacity, it is
responsible for the day-to-day  investment management activities of the Fund. As
of June 30, 2000,  WCM  provided  advisory  services  for over [$42]  billion in
assets.

The Administrator
Wells  Fargo Bank  provides  the Fund with  administration  services,  including
general supervision of the Fund's operation,  coordination of the other services
provided to the Fund,  compilation of information for reports to the SEC and the
state  securities  commissions,  preparation of proxy statements and shareholder
reports,  and  general  supervision  of  data  compilation  in  connection  with
preparing  periodic  reports to the Trust's  Trustees and officers.  Wells Fargo
Bank also  furnishes  office space and certain  facilities to conduct the Fund's
business. For providing these services,  Wells Fargo Bank is entitled to receive
a fee of 0.15% of the average annual net assets of the Fund.

Shareholder Servicing Plan
We have a  shareholder  servicing  plan for the Fund.  Under this plan,  we have
engaged various shareholder  servicing agents to process purchase and redemption
requests,  to  service  shareholder  accounts,  and  to  provide  other  related
services. For these services, the Fund pays 0.25% of its average net assets.

The Transfer Agent
Boston  Financial Data Services,  Inc.  ("BFDS")  provides  transfer  agency and
dividend  disbursing  services to the Fund. For providing these  services,  BFDS
receives an annual fee, certain  transaction-related fees, and is reimbursed for
out-of-pocket expenses incurred on behalf of the Fund.



<PAGE>



Your Account

This  section  tells you how Fund shares are priced,  how to open an account and
how to buy and sell Fund shares once your account is open.

Pricing Fund Shares
o    As with all mutual fund  investments,  the price you pay to purchase shares
     or the price you receive  when you redeem  shares is not  determined  until
     after a request has been received in proper form.
o    We determine the NAV each  business day as of the close of regular  trading
     on  the  New  York  Stock  Exchange  ("NYSE").  We  determine  the  NAV  by
     subtracting the Fund class's  liabilities  from its total assets,  and then
     dividing the result by the total number of outstanding shares of the class.
     The Fund's assets are generally  valued at current market  prices.  See the
     Statement of Additional Information for further information.
o    We process  requests to buy or sell shares of the Fund each business day as
     of the close of  regular  trading on the NYSE,  which is usually  1:00 p.m.
     (Pacific  time)/3:00 p.m.  (Central time). If the markets close early,  the
     Fund may close early and may value its shares at earlier  times under these
     circumstances.  Any  request we receive in proper  form before this time is
     processed  the same day.  Requests  we receive  after the  cutoff  time are
     processed the next business day.
o    The Fund is open for  business  on each day the NYSE is open for  business.
     NYSE  holidays  include  New Year's  Day,  Martin  Luther  King,  Jr.  Day,
     President's Day, Good Friday,  Memorial Day,  Independence  Day, Labor Day,
     Thanksgiving  Day and  Christmas  Day. When any holiday falls on a weekend,
     the NYSE  typically  is closed on the weekday  immediately  before or after
     such holiday.

                                HOW TO BUY SHARES
You can open a Fund account and buy Fund shares through an  Institution  through
which  you  have  established  a  Customer  Account.   Investors  interested  in
purchasing   Institutional   shares  of  the  Fund  should  contact  an  account
representative at their Institution and should understand the following:

o Share  purchases  are made  through a Customer  Account at an  Institution  in
accordance with the terms of the Customer Account  involved;  o Institutions are
usually the holders of record for  Institutional  shares held  through  Customer
Accounts and maintain records
     reflecting their customers' beneficial ownership of the shares;
o    Institutions are responsible for transmitting their customers' purchase and
     redemption  orders to the Fund and for  delivering  required  payment  on a
     timely basis;
o    The   exercise  of  voting   rights  and  the   delivery   of   shareholder
     communications  from  the Fund is  governed  by the  terms of the  Customer
     Account involved; and
o    Institutions  may charge their customers  account fees and may receive fees
     from us with  respect to  investments  their  customers  have made with the
     Fund.

                               HOW TO SELL SHARES
Institutional  shares must be redeemed in accordance with the account  agreement
governing  your Customer  Account at the  Institution.  Please read the Customer
Account agreement with your Institution for rules governing selling shares.

General notes for selling shares
o    We process  requests we receive from an  Institution  in proper form before
     the  close  of the  NYSE,  usually  1:00  p.m.  Pacific  time,  at the  NAV
     determined on the same  business  day.  Requests we receive after this time
     are processed on the next business day.
o  Redemption  proceeds  are  usually  wired to the  redeeming  Institution  the
following business day.
o    We reserve the right to delay payment of a redemption  for up to 15 days so
     that we may be reasonably  certain that investments made by check have been
     collected.  Payments of redemptions also may be delayed under extraordinary
     circumstances  or as  permitted  by the SEC in order to  protect  remaining
     shareholders.  Payments of redemptions also may be delayed up to seven days
     under  normal  circumstances,  although  it is not our policy to delay such
     payments.
o    Generally,  we pay  redemption  requests  in cash,  unless  the  redemption
     requests  of the  shareholder  are for more than  $250,000 or 1% of the net
     assets  of  the  Fund  within  a  ninety-day  period.  If a  request  for a
     redemption is over these limits, in order to protect the other shareholders
     we may pay the  redemption  in part on in whole in portfolio  securities of
     equal value.

How to Exchange Shares
Exchanges  between Wells Fargo Funds are two  transactions:  a sale of shares of
one Fund and the purchase of shares of another.  In general,  the same rules and
procedures  that apply to sales and  purchases  apply to  exchanges.  There are,
however,  additional factors you should keep in mind while making or considering
an exchange:

o You should  carefully  read the Prospectus for the Fund into which you wish to
exchange.

o Every  exchange  involves  selling  Fund  shares  and that sale may  produce a
capital gain or loss for federal income tax purposes.

o    You may make exchanges only between like share classes of non-money  market
     funds and the Service Class shares of money market Funds.

In  order to  discourage  excessive  exchange  activity  that  could  result  in
additional  expenses  and lower  returns for the fund,  the fund may restrict or
refuse exchanges from market timers. You may be considered a market timer if you
completed  more  than  one  exchange  within  a 3  month  period,  or seem to be
following a timing pattern.

Contact your account representative for further details.



<PAGE>



Other Information

Dividend and Capital Gain Distributions
The Fund pays any dividends monthly and any capital gains distributions at least
annually.


  Taxes
The following discussion regarding taxes is based on laws that were in effect as
of the date of this  Prospectus.  The  discussion  summarizes  only  some of the
important tax considerations  that affect the Fund and you as a shareholder.  It
is not intended as a substitute  for careful tax  planning.  You should  consult
your  tax  advisor  about  your  specific  tax  situation.  Federal  income  tax
considerations are discussed further in the Statement of Additional Information.

Dividends distributed from the Fund attributable to its net interest income from
tax-exempt  securities  will not be  subject to federal  income  tax.  Dividends
distributed from other  investments and net short-term  capital gain (generally,
the excess of net short-term  capital gains over net long-term  capital  losses)
will be taxable to you as ordinary income. Corporate shareholders may be able to
deduct a portion of their dividends when determining their taxable income.

We will pass on to you net capital gains  (generally the excess of net long-term
capital  gains  over net  short-term  capital  losses)  earned  by the Fund as a
capital gain distribution.  In general,  these  distributions will be taxable to
you as long-term  capital  gains which may qualify for taxation at  preferential
rates in the hands of non-corporate  shareholders.  Any distribution that is not
from net investment income, short term capital gains, or net capital gain may be
characterized as a return of capital to shareholders.



<PAGE>


Portfolio Managers

Patricia D. Hovanetz, CFA
Nebraska Tax-Free Fund since 2000
Ms. Hovanetz joined WCM in 1998 as a Principal with the Tax-Exempt  Fixed-Income
Team,   and   simultaneously   held  the  position  of  Director  of  Tax-Exempt
Fixed-Income at NIM (since 1997) until WCM and NIM combined  investment advisory
services under the WCM name in 1999. Ms.  Hovanetz has over 30 years  experience
in the municipal  bond industry and manages over $300 million in municipal  bond
assets for the Wells Fargo Funds.  She also manages  other  national  tax-exempt
assets for institutional  accounts and has been a portfolio manager at NIM since
1988.  Ms.  Hovanetz  attended St.  Cloud State  College and the  University  of
Minnesota.

Mark Walter
Nebraska Tax-Free Fund since 2000
Mr.  Walter  joined  WCM in 1999 as a  Portfolio  Manager  with  the  Tax-Exempt
Fixed-Income Team, and simultaneously  held the position of Assistant  Portfolio
Manager at NIM  (since  1997)  until WCM and NIM  combined  investment  advisory
services  under the WCM name in 1999.  As an Assistant  Portfolio  Manager,  Mr.
Walter  assisted in the management of both taxable and  tax-exempt  fixed-income
funds.  Currently,  Mr. Walter also co-manages the Wells Fargo Colorado Tax-Free
Fund and the Wells Fargo National  Limited Term Tax-Free Fund.  Prior to WCM, he
worked as an Investment  Consultant for  Kirkpatrick,  Petris,  a brokerage firm
that is a wholly owned  subsidiary of the Mutual of Omaha. In his capacity as an
Investment  Consultant,  Mr.  Walter  sold and  traded  taxable  and  tax-exempt
fixed-income  securities to institutional  clients.  Mr. Walter received a BS in
France from the University of Colorado at Boulder in 1996.




<PAGE>


Glossary

We provide the following  definitions to assist you in reading this  Prospectus.
For a more  complete  understanding  of these  terms  you  should  consult  your
financial adviser.

ACH
Refers to the  "Automated  Clearing  House"  system  maintained  by the  Federal
Reserve Bank which allows banks to process  checks,  transfer  funds and perform
other tasks.

Annual and Semi-Annual Report
A document that provides certain  financial and other important  information for
the most recent reporting period and the Fund's portfolio of investments.

Business Day
Any day the New York Stock Exchange is open is a business day for the Fund.

Capital Appreciation, Capital Growth
The increase in the value of a security. See also "total return."

Capitalization
When referring to the size of a company,  capitalization  means the total number
of a company's  outstanding  shares of stock  multiplied by the price per share.
This is an accepted  method of  determining  a company's  size and is  sometimes
referred to as "market capitalization."

Capital Structure
Refers to how a company has raised money to operate.  Can include,  for example,
borrowing or selling stock.

Commercial Paper
Debt  instruments  issued by banks,  corporations  and other  issuers to finance
short-term  credit needs.  Commercial  paper typically is of high credit quality
and offers below market interest rates.

Convertible Debt Securities
Bonds or notes that are exchangeable  for equity  securities at a set price on a
set date or at the election of the holder.

Derivatives
Securities  whose values are derived in part from the value of another  security
or index. An example is a stock option.

Distributions
Dividends and/or capital gains paid by a Fund on its shares.

Dollar-Denominated
Securities issued by foreign banks, companies or governments in U.S. dollars.

Illiquid Security
A security  which  cannot be readily  sold,  or cannot be readily  sold  without
negatively affecting its fair price.

Liquidity
The ability to readily sell a security at a fair price.

Nationally Recognized Rating Organization ("NRRO")
A company that examines the ability of a bond issuer to meet its obligations and
which rates the bonds accordingly.


Glossary (Cont'd)

Net Asset Value ("NAV")
The value of a single Fund share.  It is determined by adding  together all of a
Fund's assets, subtracting accrued expenses and other liabilities, then dividing
by the total number of shares.

Options
An option is the right to buy or sell a security  based on an agreed  upon price
at a specified  time. For example,  an option may give the holder of a stock the
right to sell the stock to another  party,  allowing the seller to profit if the
price  has  fallen  below the  agreed  price.  Options  may also be based on the
movement of an index such as the S&P 500.

Repurchase Agreement
An agreement between a buyer and seller of a security in which the seller agrees
to repurchase the security at an agreed upon price and time.

Selling Agent
A person who has an agreement  with the Fund's  distributor  that allows them to
sell the Fund's shares.

Shareholder Servicing Agent
Anyone  appointed  by the Fund to maintain  shareholder  accounts  and  records,
assist and provide information to shareholders or perform similar functions.

Signature Guarantee
A guarantee given by a financial  institution  that has verified the identity of
the maker of the signature.

Statement of Additional Information
A document that supplements the disclosure made in the Prospectus.

Taxpayer Identification Number
Usually  the  social   security   number  for  an  individual  or  the  Employer
Identification Number for a corporation.

Total Return
The total value of capital growth and the value of all  distributions,  assuming
that distributions were used to purchase additional shares of the Fund.

Turnover Ratio
The  percentage  of the  securities  held in the  Fund's  portfolio,  other than
short-term securities, that were bought or sold within a year.



<PAGE>




YOU MAY WISH TO REVIEW THE FOLLOWING DOCUMENT:

STATEMENT OF ADDITIONAL INFORMATION
supplements the disclosures made by this Prospectus. The Statement of Additional
Information  has been filed with the SEC and is  incorporated  by reference into
this Prospectus and is legally part of this Prospectus.

THIS DOCUMENT IS AVAILABLE FREE OF CHARGE:
Call 1-800-222-8222

Write to:
Wells Fargo Funds
PO Box 8266
Boston, MA  02266-8266; or

Visit the SEC's web site at
http://www.sec.gov

REQUEST COPIES FOR A FEE BY WRITING TO:
SEC Public Reference Room, Washington, DC  20549-6009
Call:  1-800-SEC-0330 for details





                          --------------------------------------------------
ICA Reg. No. 811-09253    NOT FDIC INSURED-NO BANK GUARANTEE-MAY LOSE VALUE  WFFT E P (2/00)
                          --------------------------------------------------



<PAGE>



                             WELLS FARGO FUNDS TRUST
                                                        Telephone: 1-800-222-8222

                       STATEMENT OF ADDITIONAL INFORMATION
                               Dated July 24, 2000

                                 TECHNOLOGY FUND

                          Class A, Class B, and Class C

         Wells  Fargo  Funds  Trust (the  "Trust")  is an  open-end,  management
investment  company.  This Statement of Additional  Information ("SAI") contains
additional  information about the Technology Fund in the Wells Fargo Funds Trust
family  of  funds  (the  "Fund").  The  Technology  Fund  is  considered  to  be
non-diversified  under the Investment Company Act of 1940, as amended (the "1940
Act"). The Technology Fund offers Class A, Class B and Class C shares.  This SAI
relates to all such classes of shares.

         This SAI is not a prospectus and should be read in conjunction with the
Fund's Prospectus, also dated July 24, 2000. All terms used in this SAI that are
defined in the Prospectus have the meanings  assigned in the Prospectus.  A copy
of the Prospectus may be obtained  without charge by calling  1-800-222-8222  or
writing to Wells Fargo Funds, P.O. Box 8266, Boston, MA 02266-8266.



<PAGE>



                                                     i

                                TABLE OF CONTENTS

                                                                                                       Page

Investment Policies..................................................................................    1

Additional Permitted Investment Activities and Associated Risks......................................

Management...........................................................................................

Performance Calculations.............................................................................

Determination of Net Asset Value.....................................................................

Additional Purchase and Redemption Information.......................................................

Portfolio Transactions...............................................................................

Fund Expenses........................................................................................

Federal Income Taxes.................................................................................

Capital Stock........................................................................................

Other................................................................................................

Counsel..............................................................................................

Independent Auditors.................................................................................

Appendix.............................................................................................    A-1



<PAGE>


                                                    31
                               INVESTMENT POLICIES

         Fundamental Investment Policies

         The Fund has adopted the following  investment  policies,  all of which
are fundamental  policies;  that is, they may not be changed without approval by
the  holders of a majority  (as defined in 1940 Act) of the  outstanding  voting
securities of such Fund.

The Fund may not:

(1) borrow money,  except to the extent permitted under the 1940 Act,  including
the rules, regulations and any orders obtained thereunder;

(2) issue senior securities,  except to the extent permitted under the 1940 Act,
including the rules, regulations and any orders obtained thereunder;

(3) make loans to other  parties if, as a result,  the  aggregate  value of such
loans would exceed  one-third of the Fund's  total  assets.  For the purposes of
this limitation,  entering into repurchase  agreements,  lending  securities and
acquiring any debt securities are not deemed to be the making of loans;

(4)  underwrite  securities  of other  issuers,  except to the  extent  that the
purchase of permitted  investments  directly from the issuer  thereof or from an
underwriter  for an  issuer  and the later  disposition  of such  securities  in
accordance  with  the  Fund's  investment   program  may  be  deemed  to  be  an
underwriting;

(5)  purchase or sell real estate  unless  acquired as a result of  ownership of
securities  or other  instruments  (but  this  shall not  prevent  the Fund from
investing in securities or other instruments backed by real estate or securities
of companies engaged in the real estate business); nor

(6) purchase or sell commodities,  provided that (i) currency will not be deemed
to be a commodity for purposes of this  restriction,  (ii) this restriction does
not limit the  purchase  or sale of  futures  contracts,  forward  contracts  or
options,  and (iii)  this  restriction  does not limit the  purchase  or sale of
securities or other instruments backed by commodities or the purchase or sale of
commodities   acquired  as  a  result  of  ownership  of   securities  or  other
instruments.

(7) purchase the  securities  of issuers  conducting  their  principal  business
activity in the same industry if, immediately after the purchase and as a result
thereof,  the value of the Fund's  investments  in that industry  would equal or
exceed 25% of the current value of the Fund's total  assets,  provided that this
restriction  does not limit the Fund's  investments in (i) securities  issued or
guaranteed  by the U.S.  Government,  its  agencies or  instrumentalities,  (ii)
securities of other  investment  companies,  (iii)  municipal  securities,  (iv)
repurchase  agreements,  or  securities  of  any  industry  considered  to  be a
"technology"  related  industry as  categorized  by the  Securities and Exchange
Commission.

         Non-Fundamental Investment Policies

   The Fund has  adopted the  following  non-fundamental  policies  which may be
   changed by the  Trustees  of the Trust at any time  without  approval of such
   Fund's shareholders.

(1) The Fund may  invest  in shares of other  investment  companies  only to the
extent permitted under Section 12(d)(1)(A) of the 1940 Act, including the rules,
regulations and any orders obtained thereunder.

(1) The Fund may not  invest or hold more than 15% of the  Fund's  net assets in
illiquid  securities.  For this  purpose,  illiquid  securities  include,  among
others,  (a) securities  that are illiquid by virtue of the absence of a readily
available market or legal or contractual  restrictions on resale, (b) fixed time
deposits  that are subject to withdrawal  penalties and that have  maturities of
more than seven days, and (c) repurchase  agreements not terminable within seven
days.

(2) The Fund may invest in futures or options  contracts  regulated  by the CFTC
for (i) bona fide hedging  purposes  within the meaning of the rules of the CFTC
and (ii) for other  purposes if, as a result,  no more than 5% of the Fund's net
assets  would be  invested in initial  margin and  premiums  (excluding  amounts
"in-the-money") required to establish the contracts.

(3) The Fund may lend securities from its portfolio to approved brokers, dealers
and  financial  institutions,  to the  extent  permitted  under  the  1940  Act,
including the rules,  regulations  and exemptions  thereunder,  which  currently
limit such  activities  to  one-third  of the value of the Fund's  total  assets
(including  the value of the collateral  received).  Any such loans of portfolio
securities   will  be   fully   collateralized   based   on   values   that  are
marked-to-market daily.

(4) The Fund may not make  investments for the purpose of exercising  control or
management, provided that this restriction does not limit the Fund's investments
in securities of other  investment  companies or investments in entities created
under the laws of foreign  countries to  facilitate  investment in securities of
that country.

(5) The Fund may not  purchase  securities  on  margin  (except  for  short-term
credits necessary for the clearance of transactions).

(6) The Fund may sell securities short,  whether or not it owns or has the right
to obtain securities  equivalent in kind and amount to the securities sold short
(short sales "against the box").

         General

         Notwithstanding the foregoing policies,  any other investment companies
in which the Fund may invest have adopted their own investment  policies,  which
may be more or less  restrictive  than those listed above,  thereby allowing the
Fund to  participate  in  certain  investment  strategies  indirectly  that  are
prohibited under the fundamental and non-fundamental  investment policies listed
above.

                            ADDITIONAL PERMITTED INVESTMENT ACTIVITIES AND ASSOCIATED RISKS

         Set forth below are descriptions of certain  investments and additional
investment  policies  for the  Fund.  Not all  Funds  participate  in all of the
investment  practices described below. For purposes of monitoring the investment
policies  and  restrictions  of the Fund  (with  the  exception  of the loans of
portfolio  securities  policy  described  below),  the amount of any  securities
lending  collateral  held by the Fund  will be  excluded  in  calculating  total
assets.

         Bank Obligations

         The Fund may  invest in bank  obligations,  including  certificates  of
deposit, time deposits, bankers' acceptances and other short-term obligations of
domestic banks,  foreign  subsidiaries of domestic  banks,  foreign  branches of
domestic  banks,  and domestic and foreign  branches of foreign banks,  domestic
savings and loan  associations and other banking  institutions.  With respect to
such  securities   issued  by  foreign  branches  of  domestic  banks,   foreign
subsidiaries  of domestic  banks,  and domestic and foreign  branches of foreign
banks, the Fund may be subject to additional investment risks that are different
in some  respects  from those  incurred by the Fund which  invests  only in debt
obligations of domestic  issuers.  Such risks include  possible future political
and economic developments,  the possible imposition of foreign withholding taxes
on interest  income payable on the  securities,  the possible  establishment  of
exchange  controls or the adoption of other  foreign  governmental  restrictions
which might  adversely  affect the payment of  principal  and  interest on these
securities and the possible seizure or nationalization  of foreign deposits.  In
addition,  foreign  branches of U.S.  banks and foreign  banks may be subject to
less  stringent  reserve  requirements  and to different  accounting,  auditing,
reporting and recordkeeping standards than those applicable to domestic branches
of U.S. banks.

         Certificates  of deposit are  negotiable  certificates  evidencing  the
obligation of a bank to repay funds deposited with it for a specified  period of
time.

         Time  deposits  are  non-negotiable  deposits  maintained  in a banking
institution  for a  specified  period of time at a stated  interest  rate.  Time
deposits  which may be held by the Fund will not benefit from insurance from the
Bank Insurance Fund or the Savings  Association  Insurance Fund  administered by
the Federal Deposit Insurance  Corporation  ("FDIC").  Bankers'  acceptances are
credit  instruments  evidencing the obligation of a bank to pay a draft drawn on
it by a customer.  These instruments reflect the obligation both of the bank and
of the drawer to pay the face amount of the instrument upon maturity.  The other
short-term obligations may include uninsured, direct obligations, bearing fixed,
floating- or variable-interest rates.

         Borrowing

         The  Fund  may  borrow  money  for  temporary  or  emergency  purposes,
including the meeting of redemption  requests.  Borrowing  involves special risk
considerations.  Interest costs on borrowings may fluctuate with changing market
rates of  interest  and may  partially  offset or exceed  the  return  earned on
borrowed funds (or on the assets that were retained rather than sold to meet the
needs for which funds were borrowed).  Under adverse market conditions, the Fund
might have to sell portfolio  securities to meet interest or principal  payments
at a time when  investment  considerations  would not favor such sales.  Reverse
repurchase agreements, short sales not against the box, dollar roll transactions
and  other   similar   investments   that  involve  a  form  of  leverage   have
characteristics  similar to borrowings but are not considered  borrowings if the
Fund maintains a segregated account.

         Commercial Paper

         The Fund may invest in  commercial  paper  (including  variable  amount
master  demand notes) which refers to  short-term,  unsecured  promissory  notes
issued by corporations to finance  short-term credit needs.  Commercial paper is
usually sold on a discount  basis and has a maturity at the time of issuance not
exceeding  nine  months.   Variable   amount  master  demand  notes  are  demand
obligations which permit the investment of fluctuating amounts at varying market
rates of interest  pursuant to arrangements  between the issuer and a commercial
bank acting as agent for the payee of such notes  whereby  both parties have the
right  to  vary  the  amount  of the  outstanding  indebtedness  on  the  notes.
Investments  by the Fund in  commercial  paper  (including  variable rate demand
notes and variable  rate master demand notes issued by domestic and foreign bank
holding companies,  corporations and financial institutions,  as well as similar
instruments issued by government agencies and instrumentalities) will consist of
issues  that  are  rated  in one of  the  two  highest  rating  categories  by a
Nationally  Recognized  Ratings  Organization  ("NRRO").  Commercial  paper  may
include variable- and floating-rate instruments.

         Convertible Securities

         The Fund may invest in  convertible  securities  that  provide  current
income and that have a strong earnings and credit record.  The Fund may purchase
convertible  securities  that are  fixed-income  debt  securities  or  preferred
stocks,  and which may be converted at a stated price within a specified  period
of time  into a  certain  quantity  of the  common  stock  of the  same  issuer.
Convertible  securities,  while usually  subordinate  to similar  nonconvertible
securities,  are  senior to  common  stocks in an  issuer's  capital  structure.
Convertible securities offer flexibility by providing the investor with a steady
income stream (which generally yield a lower amount than similar  nonconvertible
securities and a higher amount than common stocks) as well as the opportunity to
take  advantage of increases in the price of the issuer's  common stock  through
the conversion  feature.  Fluctuations in the convertible  security's  price can
reflect  changes  in the market  value of the common  stock or changes in market
interest rates.

         Custodial Receipts for Treasury Securities

         The Fund may purchase  participations in trusts that hold U.S. Treasury
securities  (such  as TIGRs  and  CATS) or other  obligations  where  the  trust
participations  evidence ownership in either the future interest payments or the
future principal payments on the obligations.  These participations are normally
issued at a discount  to their  "face  value,"  and can  exhibit  greater  price
volatility  than  ordinary  debt  securities  because of the way in which  their
principal and interest are returned to investors.

         Derivative Securities: Futures and Options Contracts

         Futures and options  contracts  are types of  "derivative  securities,"
securities which derive their value, at least in part, from the price of another
security or asset,  or the level of an index or a rate.  As is described in more
detail below,  the Fund often invests in these  securities as a "hedge"  against
fluctuations  in the value of the other  securities  in that  Fund's  portfolio,
although  the  Fund  may  also  invest  in  certain  derivative  securities  for
investment purposes only.

         While derivative securities are useful for hedging and investment, they
also  carry  additional  risks.  A hedging  policy  may fail if the  correlation
between the value of the derivative  securities and the other investments in the
Fund's  portfolio does not follow the Advisor's  expectations.  If the Advisor's
expectations are not met, it is possible that the hedging strategy will not only
fail to protect the value of the Fund's investments,  but the Fund may also lose
money on the derivative security itself.  Also,  derivative  securities are more
likely to experience  periods when they will not be readily  tradable.  If, as a
result of such  illiquidity,  the Fund cannot settle a future or option contract
at the time the Advisor  determines  is optimal,  the Fund may lose money on the
investment.  Additional risks of derivative  securities include: the risk of the
disruption of the Fund's  ability to trade in derivative  securities  because of
regulatory   compliance   problems  or  regulatory   changes;   credit  risk  of
counterparties  to  derivative  contracts;  and market risk  (i.e.,  exposure to
adverse price changes).

         The Advisor uses a variety of internal  risk  management  procedures to
ensure that derivatives use is consistent with the Fund's investment objectives,
does  not  expose  the  Fund to  undue  risk  and is  closely  monitored.  These
procedures   include  providing  periodic  reports  to  the  Board  of  Trustees
concerning the use of derivatives.

         The  use  of  derivatives  by the  Fund  also  is  subject  to  broadly
applicable investment policies. For example, the Fund may not invest more than a
specified  percentage of its assets in "illiquid  securities,"  including  those
derivatives  that do not have  active  secondary  markets.  Nor may the Fund use
certain derivatives without establishing adequate "cover" in compliance with the
U.S.  Securities  and  Exchange  Commission  ("SEC")  rules  limiting the use of
leverage.

         Futures Contracts.  The Fund may trade futures contracts and options on
futures  contracts.  A futures  transaction  involves a firm agreement to buy or
sell a commodity or financial  instrument  at a particular  price on a specified
future date. Futures contracts are standardized and  exchange-traded,  where the
exchange serves as the ultimate  counterparty  for all contracts.  Consequently,
the  only  credit  risk on  futures  contracts  is the  creditworthiness  of the
exchange.

         The  purchaser  or seller  of a futures  contract  is not  required  to
deliver or pay for the underlying  instrument  unless the contract is held until
the  delivery  date.  However,  both the  purchaser  and seller are  required to
deposit  "initial  margin" with a futures broker when the parties enter into the
contract.  Initial  margin  deposits are typically  equal to a percentage of the
contract's value. If the value of either party's position  declines,  that party
will be required to make additional  "variation  margin"  payments to settle the
change in value on a daily  basis.  The party that has a gain may be entitled to
receive all or a portion of this amount.  Initial and variation  margin payments
do not  constitute  purchasing  securities  on margin for purposes of the Fund's
investment limitations.  In the event of the bankruptcy of the broker that holds
the margin on behalf of the Fund,  the Fund may not receive a full refund of its
margin.

         Although the Fund intend to purchase or sell futures  contracts only if
there is an active market for such contracts,  a liquid market may not exist for
a particular contract at a particular time. Many futures exchanges and boards of
trade  limit the amount of  fluctuation  permitted  in futures  contract  prices
during a single  trading  day.  Once  the  daily  limit  has been  reached  in a
particular contract, no trades may be made that day at a price beyond that limit
or trading may be  suspended  for  specified  periods  during the  trading  day.
Futures contracts prices could move to the limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of futures
positions and potentially  subject the Fund to substantial  losses. If it is not
possible, or the Fund determines not to close a futures position in anticipation
of adverse price movements, the Fund may be required to pay additional variation
margin until the position is closed.

         The Fund may also purchase options on futures contracts.  See "Options Trading" below.

         Foreign Currency Futures  Contracts and Foreign Currency  Transactions.
The Fund may invest in foreign currency  futures  contracts and foreign currency
transactions which entail the same risks as other futures contracts as described
above,  but have the additional risks  associated with  international  investing
(see  "Foreign  Obligations  and  Securities"  below).  Similar to other futures
contracts,  a foreign  currency  futures contract is an agreement for the future
delivery of a specified  currency at a specified time and at a specified  price,
will be secured by margin deposits,  are regulated by the CFTC and are traded on
designated  exchanges.  A Fund will incur  brokerage  fees when it purchases and
sells futures contracts.

         The Fund may invest in foreign currency transactions.  Foreign currency
transactions,  such as forward foreign  currency  exchange  contracts,  are also
contracts for the future  delivery of a specified  currency at a specified  time
and at a specified price.  These  transactions  differ from futures contracts in
that they are  usually  conducted  on a  principal  basis  instead of through an
exchange,  and  therefore  there are no  brokerage  fees,  margin  deposits  are
negotiated between the parties,  and the contracts are settled through different
procedures.  The Advisor,  considers on an ongoing basis the creditworthiness of
the institutions with which the Fund enters into foreign currency  transactions.
Despite these  differences,  however,  foreign  currency  futures  contracts and
foreign currency transactions (together,  "Currency Futures") entail largely the
same risks,  and  therefore  the remainder of this section will describe the two
types of securities together.

         Because the Fund may invest in  securities  denominated  in  currencies
other than the U.S.  dollar and may  temporarily  hold funds in bank deposits or
other money market investments  denominated in foreign  currencies,  they may be
affected favorably or unfavorably by exchange control  regulations or changes in
the exchange  rate between such  currencies  and the dollar.  Changes in foreign
currency exchange rates influence values within the Fund from the perspective of
U.S.  investors.  The  rate of  exchange  between  the  U.S.  dollar  and  other
currencies  is  determined  by the forces of supply  and  demand in the  foreign
exchange markets.  The international  balance of payments and other economic and
financial  conditions,  government  intervention,  speculation and other factors
affect these forces.

         A Fund will  purchase and sell  Currency  Futures in order to hedge its
portfolio  and to protect it against  possible  variations  in foreign  exchange
rates pending the settlement of securities  transactions.  If a fall in exchange
rates for a  particular  currency is  anticipated,  the Fund may sell a Currency
Future as a hedge. If it is anticipated  that exchange rates will rise, the Fund
may  purchase a Currency  Future to protect  against an increase in the price of
securities  denominated  in a particular  currency the Fund intends to purchase.
These Currency Futures will be used only as a hedge against anticipated currency
rate changes.  Although such contracts are intended to minimize the risk of loss
due to a decline in the value of the  hedged  currency,  at the same time,  they
tend to limit any  potential  gain which might  result  should the value of such
currency increase.

         The use of Currency Futures involves the risk of imperfect  correlation
between  movements in futures  prices and  movements in the price of  currencies
which are the  subject of the hedge.  The  successful  use of  Currency  Futures
strategies  also  depends on the  ability of the Advisor to  correctly  forecast
interest rate movements,  currency rate movements and general stock market price
movements.  There  can be no  assurance  that  the  Advisor's  judgment  will be
accurate. The use of Currency Futures also exposes the Fund to the general risks
of  investing  in  futures  contracts:  the risk of an  illiquid  market for the
Currency Futures,  the risk of exchange-imposed  trading limits, and the risk of
adverse regulatory actions.  Any of these events may cause the Fund to be unable
to hedge its  securities,  and may cause the Fund to lose money on its  Currency
Futures investments.

         The Fund may also purchase options on Currency Futures.  See "Options Trading" below.

         Options  Trading.  The Fund may purchase or sell options on  individual
securities or options on indices of securities. The purchaser of an option risks
a total loss of the premium  paid for the option if the price of the  underlying
security does not increase or decrease  sufficiently  to justify the exercise of
such option.  The seller of an option,  on the other hand,  will  recognize  the
premium as income if the option  expires  unrecognized  but foregoes any capital
appreciation  in excess of the  exercise  price in the case of a call option and
may be required to pay a price in excess of current  market value in the case of
a put option.

         A call option for a  particular  security  gives the  purchaser  of the
option the right to buy, and a writer the  obligation  to sell,  the  underlying
security at the stated exercise price at any time prior to the expiration of the
option,  regardless of the market price of the security. The premium paid to the
writer is in  consideration  for  undertaking  the  obligation  under the option
contract.  A put option for a particular  security gives the purchaser the right
to sell,  and the writer the option to buy, the security at the stated  exercise
price at any time prior to the expiration date of the option,  regardless of the
market price of the security.

         The Fund will write call options that are "covered" or  "uncovered." In
the case of a call option on a security or currency,  the option is "covered" if
the  Fund  owns  the  instrument  underlying  the  call or has an  absolute  and
immediate right to acquire that instrument without additional cash consideration
(or, if  additional  cash  consideration  is  required,  cash,  U.S.  Government
securities or other liquid high grade debt obligations,  in such amount are held
in a segregated  account by the Fund's custodian) upon conversion or exchange of
other  securities  held by it.  For a call  option  on an index,  the  option is
covered if the Fund  maintains  with its  custodian a  diversified  portfolio of
securities  comprising the index or liquid assets equal to the contract value. A
call  option is also  covered if the Fund holds an  offsetting  call on the same
instrument  or index as the call  written.  The Fund will write put options they
are "secured" by liquid assets maintained in a segregated  account by the Fund's
custodian  in an amount  not less than the  exercise  price of the option at all
times during the option period.

         The  Fund may buy put and  call  options  and  write  covered  call and
secured put options.  Options  trading is a highly  specialized  activity  which
entails greater than ordinary investment risk. Options may be more volatile than
the underlying instruments,  and therefore, on a percentage basis, an investment
in  options  may be subject to greater  fluctuation  than an  investment  in the
underlying   instruments   themselves.   Purchasing  options  is  a  specialized
investment  technique that entails a substantial  risk of a complete loss of the
amounts  paid as  premiums  to the  writer  of the  option.  If the  Advisor  is
incorrect in its forecast of market value or other factors when writing options,
the Fund would be in a worse  position than it would have been had if it had not
written the option. If the Fund wishes to sell an underlying  instrument (in the
case of a covered call option) or liquidate  assets in a segregated  account (in
the case of a secured put option),  the Fund must purchase an offsetting  option
if available, thereby incurring additional transactions costs.

         Below is a description of some of the types of options in which certain
Funds may invest.

         A stock index option is an option  contract whose value is based on the
value of a stock index at some future  point in time.  Stock  indexes  fluctuate
with  changes in the  market  values of the stocks  included  in the index.  The
effectiveness  of purchasing or writing stock index options will depend upon the
extent to which price  movements in the Fund's  investment  portfolio  correlate
with price movements of the stock index selected. Accordingly, successful use by
the Fund of options on stock indexes will be subject to the Advisor's ability to
correctly analyze movements in the direction of the stock market generally or of
particular  industry  or market  segments.  When the Fund  writes an option on a
stock  index,  the Fund  will  place in a  segregated  account  with the  Fund's
custodian  cash or liquid  securities  in an amount at least equal to the market
value of the  underlying  stock index and will  maintain  the account  while the
option is open or otherwise will cover the transaction.

         The Fund may invest in stock  index  futures  contracts  and options on
stock index futures contracts. A stock index futures contract is an agreement in
which one  party  agrees to  deliver  to the other an amount of cash  equal to a
specific  dollar  amount  multiplied  by the  difference  between the value of a
specific  stock index at the close of the last  trading day of the  contract and
the price at which the agreement is made.  Stock index futures  contracts may be
purchased  to protect the Fund  against an increase in the prices of stocks that
Fund  intends to  purchase.  The  purchase  of options  on stock  index  futures
contracts are similar to other options  contracts as described above,  where the
Fund pays a premium for the option to  purchase  or sell a stock  index  futures
contract for a specified  price at a specified date. With options on stock index
futures  contracts,  the Fund risks the loss of the premium paid for the option.
The Fund may also  invest in  interest-rate  futures  contracts  and  options on
interest-rate  futures  contracts.  These  securities are similar to stock index
futures  contracts  and options on stock index  futures  contracts,  except they
derive their price from an underlying interest rate rather than a stock index.

         Interest-rate  and index swaps  involve  the  exchange by the Fund with
another party of their  respective  commitments to pay or receive  interest (for
example, an exchange of floating-rate  payments for fixed-rate payments).  Index
swaps  involve the exchange by the Fund with  another  party of cash flows based
upon the performance of an index of securities.  Interest-rate swaps involve the
exchange by the Fund with another party of cash flows based upon the performance
of a specified interest rate. In each case, the exchange commitments can involve
payments to be made in the same  currency or in different  currencies.  The Fund
will  usually  enter  into swaps on a net basis.  In so doing,  the two  payment
streams are netted out, with the Fund  receiving or paying,  as the case may be,
only the net amount of the two payments. If the Fund enters into a swap, it will
maintain a segregated account on a gross basis, unless the contract provides for
a  segregated  account  on a net basis.  The risk of loss with  respect to swaps
generally  is  limited  to  the  net  amount  of  payments   that  the  Fund  is
contractually  obligated to make. There is also a risk of a default by the other
party to a swap,  in which case the Fund may not  receive net amount of payments
that the Fund contractually is entitled to receive.

         Future  Developments.  The Fund may take advantage of  opportunities in
the areas of options and futures  contracts and options on futures contracts and
any other derivative investments which are not presently contemplated for use by
the Fund or which are not currently available but which may be developed, to the
extent  such  opportunities  are  both  consistent  with the  Fund's  investment
objective  and  legally  permissible  for the Fund.  Before  entering  into such
transactions or making any such investment,  the Fund would provide  appropriate
disclosure in its Prospectus or this SAI.

         Dollar Roll Transactions

         The Fund may enter into  "dollar  roll"  transactions  wherein the Fund
sells fixed income securities, typically mortgage-backed securities, and makes a
commitment to purchase  similar,  but not identical,  securities at a later date
from the same  party.  Like a  forward  commitment,  during  the roll  period no
payment  is made for the  securities  purchased  and no  interest  or  principal
payments on the security accrue to the purchaser,  but the Fund assumes the risk
of ownership.  A Fund is compensated for entering into dollar roll  transactions
by the difference  between the current sales price and the forward price for the
future  purchase,  as well as by the interest earned on the cash proceeds of the
initial sale. Like other when-issued  securities or firm commitment  agreements,
dollar  roll  transactions  involve  the  risk  that  the  market  value  of the
securities  sold by the Fund may  decline  below  the price at which the Fund is
committed to purchase similar  securities.  In the event the buyer of securities
from the Fund under a dollar roll transaction becomes insolvent,  the Fund's use
of the proceeds of the transaction may be restricted  pending a determination by
the other  party,  or its  trustee or  receiver,  whether to enforce  the Fund's
obligation  to  repurchase  the  securities.   The  Fund  will  engage  in  roll
transactions  for the purpose of acquiring  securities for its portfolio and not
for investment leverage.

         Emerging Market Securities

         The Fund, except the Equity Index and Index Funds, may invest in equity
securities of companies in "emerging  markets." The Fund consider countries with
emerging markets to include the following:  (i) countries with an emerging stock
market as defined by the International Finance Corporation;  (ii) countries with
low-  to  middle-income  economies  according  to  the  International  Bank  for
Reconstruction  and Development  (more commonly  referred to as the World Bank);
and (iii) countries listed in World Bank publications as developing. The Advisor
may invest in those  emerging  markets that have a relatively low gross national
product per capita,  compared to the world's major economies,  and which exhibit
potential for rapid economic  growth.  The Advisor  believes that  investment in
equity  securities of emerging market issuers offers  significant  potential for
long-term capital appreciation.

         Equity  securities of emerging market issuers may include common stock,
preferred stocks (including  convertible preferred stocks) and warrants;  bonds,
notes  and  debentures  convertible  into  common  or  preferred  stock;  equity
interests in foreign investment funds or trusts and real estate investment trust
securities.  The Fund may  invest  in  American  Depositary  Receipts  ("ADRs"),
Canadian  Depositary  Receipts ("CDRs"),  European Depositary Receipts ("EDRs"),
Global  Depositary  Receipts  ("GDRs")  and  International  Depositary  Receipts
("IDRs") of such issuers.

         Emerging market countries  include,  but are not limited to: Argentina,
Brazil, Chile, China, the Czech Republic,  Columbia, Ecuador, Greece, Hong Kong,
Indonesia,  India, Malaysia,  Mexico, the Philippines,  Poland,  Portugal, Peru,
Russia,  Singapore,  South  Africa,  Thailand,  Taiwan and Turkey.  A company is
considered in a country,  market or region if it conducts its principal business
activities there,  namely, if it derives a significant portion (at least 50%) of
its  revenues or profits  from goods  produced  or sold,  investments  made,  or
services  performed  therein or has at least 50% of its assets  situated in such
country, market or region.

         There are  special  risks  involved  in  investing  in  emerging-market
countries.  Many investments in emerging markets can be considered  speculative,
and their prices can be much more volatile than in the more developed nations of
the world.  This difference  reflects the greater  uncertainties of investing in
less  established  markets  and  economies.  The  financial  markets of emerging
markets  countries are generally less well  capitalized  and thus  securities of
issuers based in such countries may be less liquid.  Most are heavily  dependent
on  international  trade,  and some are  especially  vulnerable to recessions in
other  countries.  Many of these countries are also sensitive to world commodity
prices.  Some  countries may still have  obsolete  financial  systems,  economic
problems or archaic legal  systems.  The currencies of certain  emerging  market
countries, and therefore the value of securities denominated in such currencies,
may be more volatile than currencies of developed countries.  In addition,  many
of these nations are experiencing political and social uncertainties.

         Floating- and Variable-Rate Obligations

         The Fund may purchase  floating- and variable-rate  obligations such as
demand notes and bonds.  Variable-rate  demand notes include master demand notes
that are obligations that permit the Fund to invest fluctuating  amounts,  which
may change daily without penalty,  pursuant to direct  arrangements  between the
Fund, as lender, and the borrower.  The interest rate on a floating-rate  demand
obligation is based on a known lending rate, such as a bank's prime rate, and is
adjusted  automatically each time such rate is adjusted.  The interest rate on a
variable-rate   demand   obligation  is  adjusted   automatically  at  specified
intervals.  The issuer of such obligations ordinarily has a right, after a given
period,  to prepay in its discretion  the  outstanding  principal  amount of the
obligations  plus accrued interest upon a specified number of days notice to the
holders of such obligations. Frequently, such obligations are secured by letters
of credit or other credit support arrangements provided by banks.

         There   generally  is  no  established   secondary   market  for  these
obligations because they are direct lending  arrangements between the lender and
borrower.  Accordingly,  where these  obligations  are not secured by letters of
credit or other  credit  support  arrangements,  the  Fund's  right to redeem is
dependent  on the  ability of the  borrower  to pay  principal  and  interest on
demand. Such obligations  frequently are not rated by credit rating agencies and
the Fund may invest in  obligations  which are not so rated only if the  Advisor
determines  that at the time of  investment  the  obligations  are of comparable
quality to the other obligations in which such Fund may invest. The Advisor,  on
behalf of the Fund,  considers on an ongoing basis the  creditworthiness  of the
issuers of the floating- and  variable-rate  demand  obligations  in such Fund's
portfolio.  Floating- and variable-rate instruments are subject to interest-rate
and credit risk.

         The floating- and variable-rate  instruments that the Fund may purchase
include certificates of participation in such instruments.

         Foreign Obligations and Securities

         The Fund may invest in foreign  securities  through ADRs,  CDRs,  EDRs,
IDRs and GDRs or other similar securities convertible into securities of foreign
issuers.  These  securities  may not  necessarily  be  denominated  in the  same
currency as the securities into which they may be converted.  ADRs (sponsored or
unsponsored)  are receipts  typically issued by a U.S. bank or trust company and
traded on a U.S. stock  exchange,  and CDRs are receipts  typically  issued by a
Canadian  bank or trust company that  evidence  ownership of underlying  foreign
securities.  Issuers of  unsponsored  ADRs are not  contractually  obligated  to
disclose material  information in the U.S. and, therefore,  such information may
not  correlate to the market  value of the  unsponsored  ADR.  EDRs and IDRs are
receipts  typically issued by European banks and trust  companies,  and GDRs are
receipts issued by either a U.S. or non-U.S. banking institution,  that evidence
ownership of the underlying foreign  securities.  Generally,  ADRs in registered
form are designed for use in U.S. securities markets and EDRs and IDRs in bearer
form are designed primarily for use in Europe.

         For  temporary  defensive  purposes,  Funds may invest in fixed  income
securities of non-U.S.  governmental and private  issuers.  Such investments may
include bonds,  notes,  debentures and other similar debt securities,  including
convertible securities.

         Investments in foreign obligations involve certain  considerations that
are not typically associated with investing in domestic securities. There may be
less publicly available information about a foreign issuer than about a domestic
issuer.  Foreign issuers also are not generally  subject to the same accounting,
auditing and  financial  reporting  standards  or  governmental  supervision  as
domestic issuers. In addition, with respect to certain foreign countries,  taxes
may be withheld at the source under foreign tax laws, and there is a possibility
of  expropriation  or  confiscatory  taxation,  political,  social and  monetary
instability or diplomatic  developments that could adversely affect  investments
in, the liquidity of, and the ability to enforce  contractual  obligations  with
respect to, securities of issuers located in those countries.

         Investment  income on certain foreign  securities in which the Fund may
invest may be subject to foreign  withholding  or other taxes that could  reduce
the return on these  securities.  Tax  treaties  between  the United  States and
foreign countries,  however, may reduce or eliminate the amount of foreign taxes
to which the Fund would be subject.

         Forward Commitments, When-Issued Purchases and Delayed-Delivery Transactions

         The  Fund  may  purchase  or  sell   securities  on  a  when-issued  or
delayed-delivery  basis and make contracts to purchase or sell  securities for a
fixed  price at a future  date  beyond  customary  settlement  time.  Securities
purchased or sold on a when-issued, delayed-delivery or forward commitment basis
involve a risk of loss if the value of the security to be purchased declines, or
the value of the security to be sold increases, before the settlement date.

         The Fund will  segregate  cash,  U.S.  Government  obligations or other
high-quality debt instruments in an amount at least equal in value to the Fund's
commitments  to purchase  when-issued  securities.  If the value of these assets
declines,  the Fund will segregate  additional liquid assets on a daily basis so
that  the  value  of the  segregated  assets  is  equal  to the  amount  of such
commitments.

         Illiquid Securities

         The Fund may invest in securities not  registered  under the Securities
Act of 1933, as amended (the "1933 Act") and other  securities  subject to legal
or other  restrictions on resale.  Illiquid  securities may be difficult to sell
promptly at an acceptable price.  Delay or difficulty in selling  securities may
result in a loss or be costly to the Fund.

         Initial Public Offerings

         The Fund may also  invest  in  smaller  companies  and  initial  public
offerings which  typically have additional  risks including more limited product
lines,  markets and financial resources than larger, more seasoned companies and
their securities may trade less frequently and in more limited volume than those
of  larger,  more  mature  companies.  The  Fund's  ability to invest in foreign
companies may expose  shareholders  to additional  risks.  Foreign stock markets
tend to be more  volatile  than the U.S.  market  due to  greater  economic  and
political instability in some countries.

         Loans of Portfolio Securities

         The Fund  may lend its  portfolio  securities  pursuant  to  guidelines
approved by the Board of Trustees of the Trust to brokers, dealers and financial
institutions,  provided:  (1) the loan is  secured  continuously  by  collateral
consisting  of  cash,  securities  of  the  U.S.  Government,  its  agencies  or
instrumentalities, or an irrevocable letter of credit issued by a bank organized
under the laws of the United States,  organized  under the laws of a State, or a
foreign  bank that has filed an  agreement  with the  Federal  Reserve  Board to
comply  with  the  same  rules  and  regulations  applicable  to U.S.  banks  in
securities credit transactions,  and such collateral being maintained on a daily
marked-to-market  basis in an amount at least equal to the current  market value
of the securities  loaned plus any accrued  interest or dividends;  (2) the Fund
may at any time call the loan and  obtain the  return of the  securities  loaned
upon sufficient  prior  notification;  (3) the Fund will receive any interest or
dividends paid on the loaned  securities;  and (4) the aggregate market value of
securities loaned will not at any time exceed the limits established by the 1940
Act.

   A Fund will earn income for lending its  securities  because cash  collateral
   pursuant  to  these  loans  will  be  invested   subject  to  the  investment
   objectives,  principal  investment  strategies  and policies of the Fund.  In
   connection  with lending  securities,  the Fund may pay  reasonable  finders,
   administrative  and custodial fees.  Loans of securities  involve a risk that
   the  borrower  may fail to  return  the  securities  or may  fail to  provide
   additional  collateral.  In either case, the Fund could experience  delays in
   recovering securities or collateral or could lose all or part of the value of
   the  loaned  securities.  Although  voting  rights,  or  rights  to  consent,
   attendant  to  securities  on loan pass to the  borrower,  such  loans may be
   called at any time and will be called so that the  securities may be voted by
   the Fund if a material event affecting the investment is to occur. A Fund may
   pay a portion of the  interest or fees earned  from  securities  lending to a
   borrower or securities  lending agent.  Borrowers and placing brokers may not
   be affiliated,  directly or indirectly,  with the Trust, the Advisor,  or the
   Distributor.

         Money Market Instruments and Temporary Investments

         The Fund may invest in the following types of high quality money market
instruments  that have  remaining  maturities  not exceeding one year:  (i) U.S.
Government  obligations;  (ii)  negotiable  certificates  of  deposit,  bankers'
acceptances  and fixed time  deposits and other  obligations  of domestic  banks
(including  foreign  branches) that have more than $1 billion in total assets at
the time of  investment  and are  members of the Federal  Reserve  System or are
examined by the Comptroller of the Currency or whose deposits are insured by the
FDIC; (iii)  commercial paper rated at the date of purchase  "Prime-1" by Moodys
or "A-1" or "A-1--" by S&P, or, if unrated,  of comparable quality as determined
by the  Advisor;  and (iv)  repurchase  agreements.  The Fund also may invest in
short-term U.S. dollar-denominated  obligations of foreign banks (including U.S.
branches) that at the time of investment: (i) have more than $10 billion, or the
equivalent in other currencies,  in total assets;  (ii) are among the 75 largest
foreign  banks in the world as  determined  on the basis of  assets;  (iii) have
branches  or  agencies  in the  United  States;  and (iv) in the  opinion of the
Advisor,  are of comparable  quality to  obligations  of U.S. banks which may be
purchased by the Fund.

         Letters  of  Credit.   Certain  of  the  debt  obligations   (including
certificates   of   participation,   commercial   paper  and  other   short-term
obligations)  which the Fund may purchase may be backed by an unconditional  and
irrevocable  letter  of  credit  of a bank,  savings  and  loan  association  or
insurance  company  which  assumes the  obligation  for payment of principal and
interest  in the event of default by the issuer.  Only  banks,  savings and loan
associations and insurance  companies which, in the opinion of the Advisor,  are
of comparable quality to issuers of other permitted  investments of the Fund may
be used for letter of credit-backed investments.

         Repurchase  Agreements.  The Fund may enter into repurchase agreements,
wherein the seller of a security to the Fund agrees to repurchase  that security
from the Fund at a mutually  agreed  upon time and price.  A Fund may enter into
repurchase  agreements  only with respect to securities  that could otherwise be
purchased by the Fund. All repurchase agreements will be fully collateralized at
102% based on values  that are marked to market  daily.  The  maturities  of the
underlying  securities in a repurchase agreement transaction may be greater than
twelve months,  although the maximum term of a repurchase  agreement will always
be less  than  twelve  months.  If the  seller  defaults  and the  value  of the
underlying  securities has declined,  the Fund may incur a loss. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the security,
the Fund's disposition of the security may be delayed or limited.

         The Fund may not enter into a repurchase  agreement  with a maturity of
more than seven  days,  if, as a result,  more than 15% of the Fund's net assets
would be invested in repurchase  agreements  with  maturities of more than seven
days and illiquid securities.  A Fund will only enter into repurchase agreements
with  primary   broker/dealers   and  commercial   banks  that  meet  guidelines
established  by the  Board of  Trustees  and that  are not  affiliated  with the
investment  Advisor.  The Fund may  participate in pooled  repurchase  agreement
transactions with other funds advised by the Advisor.

         Other Investment Companies

         The Fund may invest in shares of other investment companies,  up to the
limits prescribed in Section 12(d)(1)(A) of the 1940 Act.  Currently,  under the
1940 Act, the Fund that invests directly in a portfolio of securities is limited
to, subject to certain  exceptions,  (i) 3% of the total voting stock of any one
investment company,  (ii) 5% of such Fund's total assets with respect to any one
investment  company and (iii) 10% of such Fund's total assets.  Other investment
companies in which the Fund invest can be expected to charge fees for  operating
expenses such as investment  advisory and administration  fees, that would be in
addition to those charged by the Fund.

         Closed-End Investment Companies

         The  Fund  may  invest  in  the  securities  of  closed-end  investment
companies that invest primarily in foreign  securities.  Because of restrictions
on direct  investment by U.S.  entities in certain  countries,  other investment
companies  may provide the most  practical or only way for the Fund to invest in
certain  markets.  The Fund will invest in such companies when, in the Advisor's
judgment,  the potential  benefits of the investment  justify the payment of any
applicable premium or sales charge.  Other investment  companies incur their own
fees and expenses.

         Participation Interests

         The Fund may purchase  participation  interests in loans or instruments
in  which  the  Fund  may  invest  directly  that  are  owned  by banks or other
institutions. A participation interest gives the Fund an undivided proportionate
interest in a loan or  instrument.  Participation  interests  may carry a demand
feature  permitting the holder to tender the interests back to the bank or other
institution.  Participation interests, however, do not provide the Fund with any
right to enforce  compliance by the borrower,  nor any rights of set-off against
the  borrower  and the  Fund  may  not  directly  benefit  from  any  collateral
supporting the loan in which it purchased a participation interest. As a result,
the Fund will assume the credit risk of both the borrower and the lender that is
selling the participation interest.

         Privately Issued Securities

         The Fund may invest in privately  issued  securities,  including  those
which may be resold only in accordance  with Rule 144A under the  Securities Act
of 1933 ("Rule 144A Securities"). Rule 144A Securities are restricted securities
that are not  publicly  traded.  Accordingly,  the  liquidity  of the market for
specific  Rule 144A  Securities  may vary.  Delay or  difficulty in selling such
securities  may  result  in a loss to the  Fund.  Privately  issued or Rule 144A
securities  that are determined by the  investment  Advisor to be "illiquid" are
subject to the Fund's policy of not investing more than 15% of its net assets in
illiquid securities.  The investment Advisor, under guidelines approved by Board
of Trustees of the Trust,  will evaluate the liquidity  characteristics  of each
Rule 144A Security proposed for purchase by the Fund on a case-by-case basis and
will consider the following factors, among others, in their evaluation:  (1) the
frequency  of trades and quotes  for the Rule 144A  Security;  (2) the number of
dealers  willing to  purchase or sell the Rule 144A  Security  and the number of
other potential purchasers; (3) dealer undertakings to make a market in the Rule
144A  Security;  and (4) the nature of the Rule 144A  Security and the nature of
the  marketplace  trades  (e.g.,  the time  needed to  dispose  of the Rule 144A
Security, the method of soliciting offers and the mechanics of transfer).

         Reverse Repurchase Agreements

         The Fund may enter into reverse  repurchase  agreements  (an  agreement
under which the Fund sells its  portfolio  securities  and agrees to  repurchase
them at an  agreed-upon  date and  price).  At the time the Fund  enters  into a
reverse  repurchase  agreement it will place in a segregated  custodial  account
liquid assets such as U.S. Government securities or other liquid high-grade debt
securities  having  a value  equal  to or  greater  than  the  repurchase  price
(including accrued interest) and will subsequently monitor the account to ensure
that such value is maintained.  Reverse  repurchase  agreements involve the risk
that the market value of the  securities  sold by the Fund may decline below the
price at which the Fund are  obligated to  repurchase  the  securities.  Reverse
repurchase agreements may be viewed as a form of borrowing.

         Small Company Securities

         Investments in small  capitalization  companies carry greater risk than
investments in larger capitalization companies. Smaller capitalization companies
generally experience higher growth rates and higher failure rates than do larger
capitalization  companies;  and the  trading  volume of  smaller  capitalization
companies'  securities  is  normally  lower  than that of larger  capitalization
companies and, consequently,  generally has a disproportionate  effect on market
price  (tending to make  prices rise more in response to buying  demand and fall
more in response to selling pressure).

         Securities  owned by the Fund that are  traded in the  over-the-counter
market or on a regional  securities  exchange  may not be traded every day or in
the volume typical of securities trading on a national securities exchange. As a
result,  disposition  by the Fund of a portfolio  security,  to meet  redemption
requests by other  investors  or  otherwise,  may require the Fund to sell these
securities  at a discount  from  market  prices,  to sell  during  periods  when
disposition is not desirable,  or to make many small sales over a lengthy period
of time.

         Investment in small,  unseasoned  issuers  generally carry greater risk
than is  customarily  associated  with larger,  more  seasoned  companies.  Such
issuers often have products and  management  personnel that have not been tested
by  time  or  the  marketplace  and  their  financial  resources  may  not be as
substantial as those of more established companies.  Their securities (which the
Fund may  purchase  when they are  offered to the public for the first time) may
have a limited  trading market that can adversely  affect their sale by the Fund
and can result in such securities being priced lower than otherwise might be the
case. If other institutional investors engaged in trading this type of security,
the Fund may be forced to dispose  of its  holdings  at prices  lower than might
otherwise be obtained.

         Unrated Investments

         The Fund may purchase instruments that are not rated if, in the opinion
of the Advisor,  such obligations are of investment  quality comparable to other
rated  investments  that are  permitted  to be  purchased  by such  Fund.  After
purchase  by the Fund,  a  security  may cease to be rated or its  rating may be
reduced below the minimum required for purchase by the Fund.  Neither event will
require a sale of such  security by the Fund. To the extent the ratings given by
Moodys or S&P may change as a result of changes in such  organizations  or their
rating systems, the Fund will attempt to use comparable ratings as standards for
investments  in  accordance  with  the  investment  policies  contained  in  its
Prospectus  and in this  SAI.  The  ratings  of  Moodys  and S&P are more  fully
described in the SAI Appendix.

         U.S. Government Obligations

         The Fund may invest in  obligations  issued or  guaranteed  by the U.S.
Government,  its agencies or instrumentalities ("U.S. Government  obligations").
Payment of principal  and  interest on U.S.  Government  obligations  (i) may be
backed by the full faith and credit of the United States (as with U.S.  Treasury
bills and GNMA  certificates)  or (ii) may be backed  solely by the  issuing  or
guaranteeing  agency or  instrumentality  itself  (as with FNMA  notes).  In the
latter case  investors must look  principally  to the agency or  instrumentality
issuing or guaranteeing the obligation for ultimate  repayment,  which agency or
instrumentality  may be privately owned. There can be no assurance that the U.S.
Government will provide financial  support to its agencies or  instrumentalities
where it is not obligated to do so. In addition, U.S. Government obligations are
subject to  fluctuations  in market value due to fluctuations in market interest
rates.  As a general  matter,  the  value of debt  instruments,  including  U.S.
Government  obligations,  declines when market interest rates increase and rises
when  market  interest  rates  decrease.   Certain  types  of  U.S.   Government
obligations are subject to fluctuations in yield or value due to their structure
or contract terms.

         Warrants

         The Fund may invest in warrants.  Warrants represent rights to purchase
securities at a specific  price valid for a specific  period of time. The prices
of  warrants  do not  necessarily  correlate  with the prices of the  underlying
securities.  A Fund may only  purchase  warrants on securities in which the Fund
may invest directly.

         Nationally Recognized Ratings Organizations

         The  ratings  of Moodys  Investors  Service,  Inc.,  Standard  & Poor's
Ratings Group,  Division of McGraw Hill,  Duff & Phelps Credit Rating Co., Fitch
Investors  Service,  Inc.  Thomson  Bank  Watch  and IBCA Inc.  represent  their
opinions as to the quality of debt securities. It should be emphasized, however,
that  ratings are  general  and not  absolute  standards  of  quality,  and debt
securities  with the same maturity,  interest rate and rating may have different
yields  while  debt  securities  of the same  maturity  and  interest  rate with
different  ratings may have the same yield.  Subsequent to purchase by the Fund,
an issue of debt  securities  may cease to be rated or its rating may be reduced
below the minimum  rating  required for  purchase by the Fund.  The Advisor will
consider such an event in determining  whether the Fund involved should continue
to hold the obligation.

                                                       MANAGEMENT
         The  following   information   supplements,   and  should  be  read  in
conjunction  with,  the section in the  Prospectus  entitled  "Organization  and
Management of the Fund." The principal occupations during the past five years of
the Trustees and principal  executive  Officer[s] of the Trust are listed below.
Trustees deemed to be "interested persons" of the Trust for purposes of the 1940
Act are indicated by an asterisk.



<PAGE>






                                                                  Principal Occupations
Name, Age and Address                         Position            During Past 5 Years
- ---------------------                         --------            -------------------

*Robert C. Brown,  65 Trustee  Director,  Federal Farm Credit Banks Funding 5038
Kestral Parkway South Corporation and Farm Credit System Financial Sarasota,  FL
34231 Assistance Corporation since February 1993.

Donald H. Burkhardt, 70                       Trustee             Principal of the Burkhardt Law Firm.
777 South Steele Street
Denver, CO 80209

Jack S. Euphrat, 77                           Trustee             Private Investor.
415 Walsh Road
Atherton, CA  94027

Thomas S. Goho, 56                            Trustee             Business Associate Professor, Wake Forest
321 Beechcliff Court                                              University, Calloway School of Business and
Winston-Salem, NC  27104                                          Accountancy since 1994; previously Associate
                                                                  Professor of Finance.

Peter G. Gordon, 56                           Trustee             Chairman and Co-Founder of Crystal Geyser Water
Crystal Geyser Water Co.                                          Company and President of Crystal Geyser Roxane
55 Francisco Street, Suite 410                                    Water Company since 1977.
San Francisco, CA  94133

*W. Rodney Hughes, 72                         Trustee             Private Investor.
31 Dellwood Court
San Rafael, CA  94901

*Richard M. Leach, 63                         Trustee             President of Richard M. Leach Associates (a
P.O. Box 1888                                                     financial consulting firm) since 1992.
New London, NH 03257

*J. Tucker Morse, 54                          Trustee             Private Investor/Real Estate Developer; Chairman
10 Legare Street                                                  of Vault Holdings, LLC.
Charleston, SC  29401

Timothy J. Penny, 45                          Trustee             Senior Counselor to the public relations firm of
500 North State Street                                            Himle-Horner since January 1995 and Senior Fellow
Waseca, MN 56093                                                  at the Humphrey Institute, Minneapolis, Minnesota
                                                                  (a public policy organization) since January 1995.

Donald C. Willeke                            Trustee              Principal on the law firm of Willeke & Daniels
201 Ridgewood Avenue
Minneapolis, MN 55403


Michael J. Hogan                             President            Executive Vice President, Wells Fargo Bank, N.A.

Karla C. Rabusch                             Treasurer            Vice President, Wells Fargo Bank, N.A.

C. David Messman                             Secretary            Vice President, Wells Fargo Bank, N.A.


         Each of the  Trustees and  Officers  listed above act in the  identical
capacities   for  Wells  Fargo   Variable  Trust  and  Wells  Fargo  Core  Trust
(collectively  the "Fund  Complex").  Each Trustee  receives an annual  retainer
(payable  quarterly)  of  $40,000  from the Fund  Complex,  and also  receives a
combined fee of $1,000 for  attendance  at Fund Complex  Board  meetings,  and a
combined  fee of $250 for  attendance  at  committee  meetings.  If a  committee
meeting is held absent a full Board meeting, each attending Trustee will receive
a $1,000  combined  fee.  These fees apply  equally for  in-person or telephonic
meetings,  and Trustees are reimbursed for all out-of-pocket expenses related to
attending  meetings.  The  Trustees do not receive  any  retirement  benefits or
deferred compensation from the Trust or any other member of the Fund Complex.

         As of the date of this SAI,  Trustees and  officers of the Trust,  as a
group, beneficially owned less than 1% of the outstanding shares of the Trust.

         Investment  Advisor.  Subject to the general  supervision of the Board,
Wells  Fargo  Bank  provides  investment  advisory  services  to  the  Fund.  As
investment  advisor,  Wells Fargo Bank furnishes  investment guidance and policy
direction in connection with the daily portfolio  management of the Fund.  Wells
Fargo Bank  furnishes to the Trust's Board of Trustees  periodic  reports on the
investment strategies and performance of the Fund.

         As  compensation  for its advisory  services for the Fund,  Wells Fargo
Bank is  entitled  to receive a monthly  fee at the annual  rate of 1.10% of the
Fund's average daily net assets.

         Investment  Sub-Advisor.  Wells Fargo has engaged  Dresdner  RCM Global
Investors LLC ("Dresdner") to serve as investment  sub-advisor to the Technology
Fund.  Subject to the direction of the Trust's Board of Trustees and the overall
supervision  and  control  of Wells  Fargo Bank and the  Trust,  Dresdner  makes
recommendations  regarding the investment and reinvestment of the Fund's assets.
Dresdner is  responsible  for the  day-to-day  management of the Fund.  Dresdner
furnishes to Wells Fargo Bank periodic  reports on the  investment  activity and
performance of the Fund.  Dresdner also furnishes  such  additional  reports and
information  as Wells Fargo and the Trust's  Board of Trustees  and officers may
reasonably request.

         As compensation for its sub-advisory services,  Dresdner is entitled to
receive a monthly  fee equal to an  annual  rate of 1.00% of the  Fund's  assets
under  $100  million  of the  Fund's  average  daily net assets and 0.75% of the
Fund's assets from $100-$500 million, 0.60% of assets from $500-$999.999 million
and 0.50% of assets at $1 billion or more. These fees may be paid by Wells Fargo
Bank or directly by the Fund.  If the  sub-advisory  fee is paid directly by the
Fund,  the  compensation  paid to Wells  Fargo  Bank for  advisory  fees will be
reduced accordingly.

         Administrator. The Trust has retained Wells Fargo Bank as Administrator
on behalf of the Fund. Under the  Administration  Agreement  between Wells Fargo
Bank and the Trust,  Wells Fargo Bank shall provide as administration  services,
among other things: (i) general supervision of the Fund's operations,  including
coordination  of the  services  performed  by  the  Fund's  investment  advisor,
transfer agent, custodian,  shareholder servicing agent(s), independent auditors
and  legal  counsel,   regulatory  compliance,   including  the  compilation  of
information  for  documents  such as reports to, and filings  with,  the SEC and
state   securities   commissions;   and  preparation  of  proxy  statements  and
shareholder reports for the Fund; and (ii) general  supervision  relative to the
compilation of data required for the preparation of periodic reports distributed
to the Trust's  officers and Board of Trustees.  Wells Fargo Bank also furnishes
office space and certain facilities  required for conducting the Fund's business
together with ordinary clerical and bookkeeping  services.  The Administrator is
entitled to receive a fee of up to 0.15% of the Fund's  average daily net assets
on an annual basis.


         Distributor. Stephens Inc. ("Stephens," the "Distributor"),  located at
111 Center Street,  Little Rock,  Arkansas 72201,  serves as Distributor for the
Fund.  The  Technology  Fund has adopted a  distribution  plan (a "Plan")  under
Section  12(b) of the 1940 Act and Rule 12b-1  thereunder  (the  "Rule") for its
Class B and  Class C  shares.  The  Plan was  adopted  by the  Trust's  Board of
Trustees, including a majority of the Trustees who were not "interested persons"
(as  defined  in the 1940  Act) of the Fund and who had no  direct  or  indirect
financial  interest in the operation of the Plan or in any agreement  related to
the Plan (the "Non-Interested Trustees").

         Under the Plan and pursuant to the related Distribution Agreement,  the
Class B and Class C shares of the Fund pay  Stephens  up to 0.75% of the average
daily   net   assets   attributable   to  each   Class   as   compensation   for
distribution-related  services  or  as  reimbursement  for  distribution-related
expenses.

         The  actual  fee  payable  to the  Distributor  by the  above-indicated
Classes is determined, within such limits, from time to time by mutual agreement
between  the Trust and the  Distributor  and will not exceed the  maximum  sales
charges  payable by mutual funds sold by members of the National  Association of
Securities  Dealers,  Inc.  ("NASD")  under the Conduct  Rules of the NASD.  The
Distributor  may enter into selling  agreements  with one or more selling agents
(which may include Wells Fargo Bank and its affiliates)  under which such agents
may receive compensation for distribution-related services from the Distributor,
including,  but not limited  to,  commissions  or other  payments to such agents
based on the  average  daily net  assets of Fund  shares  attributable  to their
customers.  The Distributor may retain any portion of the total distribution fee
payable thereunder to compensate it for  distribution-related  services provided
by it or to reimburse it for other distribution-related expenses.

         General.  The Plan will  continue  in effect  from year to year if such
continuance is approved by a majority vote of both the Trustees of the Trust and
the Non-Interested Trustees. Any Distribution Agreement related to the Plan also
must be approved by such vote of the Trustees and the  Non-Interested  Trustees.
Such Agreement will terminate  automatically if assigned,  and may be terminated
at any time,  without  payment of any  penalty,  by a vote of a majority  of the
outstanding  voting securities of the relevant class of the Fund or by vote of a
majority  of the  Non-Interested  Trustees  on not more  than 60  days'  written
notice.  The Plan may not be amended to increase  materially the amounts payable
thereunder  without  the  approval  of a  majority  of  the  outstanding  voting
securities of the Fund, and no material amendment to the Plan may be made except
by a majority of both the Trustees of the Trust and the Non-Interested Trustees.

         The Plan  requires  that the  Treasurer  of Trust shall  provide to the
Trustees, and the Trustees shall review, at least quarterly, a written report of
the amounts  expended  (and  purposes  therefor)  under the Plan.  The Rule also
requires that the selection and  nomination of Trustees who are not  "interested
persons" of the Trust be made by such disinterested Trustees.

         Wells  Fargo  Bank,  an  interested  person (as that term is defined in
Section 2(a)(19) of the 1940 Act) of the Trust,  acts as a selling agent for the
Fund's shares pursuant to selling agreements with Stephens  authorized under the
Plan. As a selling agent, Wells Fargo Bank has an indirect financial interest in
the operation of the Plan.  The Board of Trustees has concluded that the Plan is
reasonably  likely to benefit the Fund and their  shareholders  because the Plan
authorizes the  relationships  with selling agents,  including Wells Fargo Bank,
that have previously developed  distribution channels and relationships with the
retail customers that the Fund are designed to serve.  These  relationships  and
distribution  channels  are  believed  by the  Board to  provide  potential  for
increased Fund assets and ultimately  corresponding economic efficiencies (i.e.,
lower  per-share  transaction  costs and fixed  expenses)  that are generated by
increased assets under management.

         Shareholder Servicing Agent. The Fund has approved a Servicing Plan and
have  entered into  related  Shareholder  Servicing  Agreements  with  financial
institutions,  including  Wells Fargo Bank.  Under the  agreements,  Shareholder
Servicing Agents  (including  Wells Fargo Bank) agree to perform,  as agents for
their customers,  administrative  services,  with respect to Fund shares,  which
include aggregating and transmitting shareholder orders for purchases, exchanges
and redemptions;  maintaining  shareholder  accounts and records;  and providing
such  other  related  services  as the  Trust or a  shareholder  may  reasonably
request. For providing  shareholder services, a Servicing Agent is entitled to a
fee of 0.25% of the  average  daily net  assets of the class of shares  owned of
record or beneficially by the customers of the Servicing Agent during the period
for which  payment is being made.  The  Servicing  Plan and related  Shareholder
Servicing  Agreements were approved by the Trust's Board of Trustees and provide
that the Fund shall not be  obligated  to make any  payments  under such Plan or
related  Agreements  that exceed the maximum  amounts  payable under the Conduct
Rules of the NASD.

         General.  The Servicing  Plan will continue in effect from year to year
if such continuance is approved by a majority vote of the Trustees of the Trust,
and the Non-Interested  Trustees. Any form of Servicing Agreement related to the
Servicing  Plan  also must be  approved  by such  vote of the  Trustees  and the
Non-Interested  Trustees.  Servicing  Agreements  may be terminated at any time,
without  payment  of any  penalty,  by a vote  of a  majority  of the  Board  of
Trustees,  including  a majority  of the  Non-Interested  Trustees.  No material
amendment to the  Servicing  Plan or related  Servicing  Agreements  may be made
except by a majority of both the  Trustees  of the Trust and the  Non-Interested
Trustees.

         The Servicing Plan requires that the  Administrator  of the Trust shall
provide to the Trustees,  and the Trustees shall review,  at least quarterly,  a
written  report  of the  amounts  expended  (and  purposes  therefor)  under the
Servicing Plan.

         Custodian.  Wells Fargo Bank Minnesota,  N.A.  ("Wells Fargo Bank MN"),
located at Norwest Center, 6th and Marquette, Minneapolis, Minnesota 55479, acts
as  custodian  for the Fund.  The  custodian,  among other  things,  maintains a
custody  account or accounts in the name of the Fund,  receives and delivers all
assets  for the Fund upon  purchase  and upon  sale or  maturity,  collects  and
receives  all  income and other  payments  and  distributions  on account of the
assets  of the Fund and pays all  expenses  of the  Fund.  For its  services  as
custodian, Wells Fargo Bank MN is entitled to receive 0.15% of the average daily
net assets of the Fund except the Gateway Funds.

         Fund Accountant.  Forum Accounting Services,  LLC ("Forum Accounting"),
located at Two Portland Square, Portland, Maine 04101, serves as Fund Accountant
for the Fund. For its services as Fund Accountant,  Forum Accounting is entitled
to receive a monthly base fee per Fund of $5,000.  In addition,  the Fund pays a
monthly fee of $1,000 per class,  and Forum  Accounting is entitled to receive a
fee equal to 0.0025% of the average annual daily net assets of the Fund.

         Transfer and Dividend Disbursing Agent. Boston Financial Data Services,
Inc. ("BFDS"), located at Two Heritage Drive, Quincy,  Massachusetts 02171, acts
as Transfer and  Dividend  Disbursing  Agent for the Fund.  For  providing  such
services,  BFDS is entitled to receive a per-account fee plus  transaction  fees
and certain out-of-pocket costs. BFDS is also entitled to receive a complex base
fee from all the Fund of the  Trust,  Wells  Fargo  Core  Trust and Wells  Fargo
Variable Trust.

         Underwriting Commissions.  Stephens serves as the principal underwriter distributing securities of the Fund on a continuous
         ------------------------
basis.

                                                PERFORMANCE CALCULATIONS

         The Fund may  advertise  certain  yield and total  return  information.
Quotations  of  yield  and  total  return  reflect  only  the  performance  of a
hypothetical  investment  in the Fund or class of shares  during the  particular
time period  shown.  Yield and total  return vary based on changes in the market
conditions  and the level of the Fund's  expenses,  and no reported  performance
figure should be considered an indication of  performance  which may be expected
in the future.

         In  connection  with   communicating  its  performance  to  current  or
prospective shareholders,  these figures may also be compared to the performance
of other  mutual  funds  tracked by mutual fund rating  services or to unmanaged
indices which may assume  reinvestment of dividends but generally do not reflect
deductions for administrative and management costs.

         Performance information for the Fund or Class of shares in the Fund may
be useful in reviewing the  performance  of such Fund or Class of shares and for
providing a basis for comparison with investment  alternatives.  The performance
of the Fund and the performance of a Class of shares in the Fund,  however,  may
not be comparable to the  performance  from investment  alternatives  because of
differences  in the foregoing  variables and  differences in the methods used to
value portfolio securities, compute expenses and calculate performance.

         Performance information may be advertised for non-standardized periods,
including  year-to-date and other periods less than a year for the Fund.  Annual
and  Semi-Annual  Reports  for  the  Fund  may  contain  additional  performance
information, and are available free of charge upon request.

         Average  Annual Total  Return:  The Fund may  advertise  certain  total
return information.  As and to the extent required by the SEC, an average annual
compound rate of return ("T") is computed by using the  redeemable  value at the
end of a specified  period ("ERV") of a hypothetical  initial  investment  ("P")
over a period of years ("n") according to the following formula: P(1+T)n=ERV.

         Cumulative  Total  Return:   In  addition  to  the  above   performance
information,  the Fund may also  advertise  the  cumulative  total return of the
Fund. Cumulative total return is based on the overall percentage change in value
of a  hypothetical  investment  in the Fund,  assuming  all Fund  dividends  and
capital gain distributions are reinvested,  without reflecting the effect of any
sales charge that would be paid by an investor, and is not annualized.

         From time to time and only to the extent the  comparison is appropriate
for the Fund or a Class of  shares,  the  Trust may  quote  the  performance  or
price-earning  ratio  of the Fund or Class in  advertising  and  other  types of
literature  as  compared  to the  performance  of the S&P  Index,  the Dow Jones
Industrial Average,  the Lehman Brothers 20+ Treasury Index, the Lehman Brothers
5-7 Year Treasury Index,  Donoghue's Money Fund Averages, Real Estate Investment
Averages  (as  reported by the National  Association  of Real Estate  Investment
Trusts),  Gold  Investment  Averages  (provided  by World  Gold  Council),  Bank
Averages  (which are  calculated  from  figures  supplied by the U.S.  League of
Savings  Institutions  based  on  effective  annual  rates of  interest  on both
passbook and certificate  accounts),  average annualized  certificate of deposit
rates  (from the  Federal  Reserve  G-13  Statistical  Releases or the Bank Rate
Monitor),  the Salomon One Year Treasury  Benchmark  Index,  the Consumer  Price
Index (as published by the U.S.  Bureau of Labor  Statistics),  other managed or
unmanaged indices or performance data of bonds, municipal securities,  stocks or
government securities  (including data provided by Ibbotson  Associates),  or by
other services,  companies,  publications or persons who monitor mutual funds on
overall  performance  or  other  criteria.  The S&P  Index  and  the  Dow  Jones
Industrial  Average are unmanaged  indices of selected common stock prices.  The
performance  of the Fund or a Class also may be compared to that of other mutual
funds having similar objectives. This comparative performance could be expressed
as a ranking  prepared  by Lipper  Analytical  Services,  Inc.,  CDA  Investment
Technologies,   Inc.,   Bloomberg   Financial  Markets  or  Morningstar,   Inc.,
independent  services which monitor the  performance of mutual funds.  The Fund'
performance  will be  calculated  by  relating  net asset value per share at the
beginning of a stated period to the net asset value of the investment,  assuming
reinvestment  of all gains  distributions  and dividends paid, at the end of the
period.  The Fund'  comparative  performance  will be based on a  comparison  of
yields or total return, as reported by Lipper, Survey Publications,  Donoghue or
Morningstar, Inc.

         Any such  comparisons  may be useful to  investors  who wish to compare
past  performance  of the Fund or a Class with that of  competitors.  Of course,
past  performance  cannot be a guarantee of future  results.  The Trust also may
include,  from time to time, a reference to certain marketing  approaches of the
Distributor,  including,  for example,  a reference  to a potential  shareholder
being contacted by a selected  broker or dealer.  General mutual fund statistics
provided by the Investment Company Institute may also be used.

         The Trust also may use the following  information in advertisements and
other types of literature, only to the extent the information is appropriate for
the Fund:  (i) the  Consumer  Price Index may be used to assess the real rate of
return  from an  investment  in the  Fund;  (ii)  other  government  statistics,
including,  but not limited to, The Survey of Current  Business,  may be used to
illustrate investment attributes of the Fund or the general economic,  business,
investment,  or  financial  environment  in which the Fund  operates;  (iii) the
effect of tax-deferred  compounding on the investment returns of the Fund, or on
returns in general,  may be  illustrated  by graphs,  charts,  etc.,  where such
graphs or charts would  compare,  at various  points in time, the return from an
investment in the Fund (or returns in general) on a tax-deferred basis (assuming
reinvestment  of capital gains and dividends and assuming one or more tax rates)
with the return on a taxable basis;  and (iv) the sectors or industries in which
the Fund invests may be compared to relevant indices of stocks or surveys (e.g.,
S&P Industry Surveys) to evaluate the Fund's  historical  performance or current
or potential value with respect to the particular industry or sector.

         In addition,  the Trust also may use, in advertisements and other types
of  literature,  information  and  statements:  (1)  showing  that bank  savings
accounts  offer a guaranteed  return of principal  and a fixed rate of interest,
but no opportunity for capital growth;  and (2) describing Wells Fargo Bank, and
its  affiliates and  predecessors,  as one of the first  investment  managers to
advise  investment  accounts using asset  allocation and index  strategies.  The
Trust also may include in advertising and other types of literature  information
and  other  data  from  reports  and  studies  prepared  by the Tax  Foundation,
including  information  regarding  federal  and state tax levels and the related
"Tax Freedom Day."

         The Trust also may discuss in advertising and other types of literature
that the Fund has been  assigned a rating by an NRRO,  such as Standard & Poor's
Corporation.  Such rating would assess the  creditworthiness  of the investments
held by the Fund. The assigned rating would not be a recommendation to purchase,
sell or hold the Fund's  shares since the rating would not comment on the market
price of the  Fund's  shares  or the  suitability  of the Fund for a  particular
investor.  In  addition,  the  assigned  rating  would  be  subject  to  change,
suspension  or  withdrawal  as a result of  changes  in, or  unavailability  of,
information  relating to the Fund or its investments.  The Trust may compare the
Fund's  performance with other  investments which are assigned ratings by NRROs.
Any such  comparisons  may be useful to investors who wish to compare the Fund's
past performance with other rated investments.

         From  time to  time,  the  Fund may use the  following  statements,  or
variations  thereof, in advertisements and other promotional  materials:  "Wells
Fargo Bank,  as a  Shareholder  Servicing  Agent for the Wells Fargo Funds Trust
Funds,  provides various services to its customers that are also shareholders of
the Fund.  These  services may include  access to Wells Fargo Funds Trust Funds'
account  information  through Automated Teller Machines (ATMs), the placement of
purchase  and  redemption  requests  for shares of the Fund through ATMs and the
availability  of  combined  Wells  Fargo  Bank  and  Stagecoach   Funds  account
statements."

         The  Trust  also  may  disclose,  in  advertising  and  other  types of
literature,  information and statements that Wells Capital Management  (formerly
"Wells Fargo Investment Management"),  a division of Wells Fargo Bank, is listed
in the top 100 by  Institutional  Investor  magazine  in its  July  1997  survey
"America's Top 300 Money  Managers." This survey ranks money managers in several
asset categories.  The Trust may also disclose in advertising and other types of
sales  literature  the assets and  categories of assets under  management by the
Trust's investment advisor. The Trust may also disclose in advertising and other
types of sales  literature the assets and categories of assets under  management
by a fund's investment advisor or sub-advisor and the total amount of assets and
mutual fund assets managed by Wells Fargo Bank. As of June 30, 1999, Wells Fargo
Bank and its affiliates managed over $131 billion in assets.

         The Trust also may discuss in advertising and other types of literature
the features,  terms and  conditions of Wells Fargo Bank accounts  through which
investments  in the  Fund  may be made  via a  "sweep"  arrangement,  including,
without  limitation,  the Managed Sweep Account,  Money Market Checking Account,
California  Tax-Free Money Market Checking Account,  Money Market Access Account
and California  Tax-Free Money Market Access Account  (collectively,  the "Sweep
Accounts").  Such  advertisements  and other  literature  may  include,  without
limitation,  discussions  of such terms and  conditions  as the minimum  deposit
required to open a Sweep Account, a description of the yield earned on shares of
the Fund through a Sweep Account,  a description of any monthly or other service
charge on a Sweep Account and any minimum required balance to waive such service
charges,  any  overdraft  protection  plan  offered in  connection  with a Sweep
Account, a description of any ATM or check privileges offered in connection with
a Sweep  Account and any other terms,  conditions,  features or plans offered in
connection with a Sweep Account.  Such  advertising or other literature may also
include a discussion of the advantages of  establishing  and maintaining a Sweep
Account,  and may include  statements  from customers as to the reasons why such
customers have established and maintained a Sweep Account.

         The Trust may  disclose in  advertising  and other types of  literature
that investors can open and maintain Sweep Accounts over the Internet or through
other  electronic   channels   (collectively,   "Electronic   Channels").   Such
advertising and other literature may discuss the investment options available to
investors,  including  the  types of  accounts  and any  applicable  fees.  Such
advertising and other literature may disclose that Wells Fargo Bank is the first
major bank to offer an on-line application for a mutual fund account that can be
filled  out  completely  through  Electronic  Channels.  Advertising  and  other
literature  may disclose that Wells Fargo Bank may maintain Web sites,  pages or
other information sites accessible through Electronic  Channels (an "Information
Site") and may describe the  contents and features of the  Information  Site and
instruct  investors  on how to  access  the  Information  Site  and open a Sweep
Account.  Advertising  and other  literature  may also  disclose the  procedures
employed  by Wells  Fargo  Bank to secure  information  provided  by  investors,
including  disclosure  and  discussion  of the tools and services for  accessing
Electronic   Channels.   Such   advertising  or  other  literature  may  include
discussions of the advantages of  establishing  and  maintaining a Sweep Account
through Electronic  Channels and testimonials from Wells Fargo Bank customers or
employees  and  may  also  include   descriptions  of  locations  where  product
demonstrations may occur. The Trust may also disclose the ranking of Wells Fargo
Bank as one of the largest money managers in the United States.


         The Trust also may disclose in sales literature the  distribution  rate
on the shares of the Fund.  Distribution  rate, which may be annualized,  is the
amount  determined  by dividing  the dollar  amount per share of the most recent
dividend by the most recent NAV or maximum offering price per share as of a date
specified in the sales literature.  Distribution rate will be accompanied by the
standard 30-day yield as required by the SEC.

                        DETERMINATION OF NET ASSET VALUE

         Net asset value per share for each class of the Fund is  determined  as
of the close of regular trading  (currently 1:00 p.m.  (Pacific time), 3:00 p.m.
(Central  time),  4:00  p.m.  (Eastern  time))  on each day the New  York  Stock
Exchange ("NYSE") is open for business.  Expenses and fees,  including  Advisory
fees,  are  accrued  daily  and  are  taken  into  account  for the  purpose  of
determining the net asset value of the Fund's shares.

         Securities  of the Fund for which market  quotations  are available are
valued at latest  prices.  Any  security  for  which  the  primary  market is an
exchange  is  valued  at the  last  sale  price on such  exchange  on the day of
valuation  or, if there was no sale on such day,  the latest bid price quoted on
such day. If the values reported on a foreign  exchange are materially  affected
by events  occurring  after the close of the  foreign  exchange,  assets  may be
valued by a method that the Board of Trustees believes  accurately reflects fair
value. In the case of other securities, including U.S. Government securities but
excluding money market  instruments  maturing in 60 days or less, the valuations
are based on  latest  quoted  bid  prices.  Money  market  instruments  and debt
securities  maturing in 60 days or less are valued at amortized cost. The assets
of the Fund, other than money market instruments or debt securities  maturing in
60 days or less, are valued at latest quoted bid prices.  Futures contracts will
be marked to market daily at their respective  settlement  prices  determined by
the  relevant  exchange.  Prices may be  furnished  by a  reputable  independent
pricing service approved by the Trust's Board of Trustees. Prices provided by an
independent  pricing  service may be determined  without  exclusive  reliance on
quoted   prices  and  may  take  into  account   appropriate   factors  such  as
institutional-size  trading in similar  groups of  securities,  yield,  quality,
coupon rate, maturity,  type of issue, trading  characteristics and other market
data. All other securities and other assets of the Fund for which current market
quotations  are not readily  available are valued at fair value as determined in
good faith by the Trust's  Board of Trustees and in accordance  with  procedures
adopted by the Trustees.


         Foreign  portfolio  securities  are  generally  valued  on the basis of
quotations from the primary market in which they are traded. However, if, in the
judgment  of the Board of  Trustees,  a  security's  value  has been  materially
affected by events  occurring  after the close of the  exchange or the market on
which the security is  principally  traded (for example,  a foreign  exchange or
market),  that  security  may be  valued  by  another  method  that the Board of
Trustees  believes  accurately  reflects fair value. A security's  valuation may
differ depending on the method used to determine its value.


                 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

         Shares may be purchased on any day the Fund is open for  business.  The
Fund is open for  business  each day the NYSE is open for  trading (a  "Business
Day").  Currently,  the NYSE is closed on New Year's Day, Martin Luther King Jr.
Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,
Thanksgiving Day and Christmas Day (each a "Holiday"). When any Holiday falls on
a weekend,  the NYSE  typically is closed on the weekday  immediately  before or
after such Holiday.

         Payment for shares may, in the  discretion  of the Advisor,  be made in
the form of  securities  that are  permissible  investments  for the  Fund.  For
further  information  about this form of payment  please  contact  Stephens.  In
connection  with an in-kind  securities  payment,  the Fund will require,  among
other things, that the securities be valued on the day of purchase in accordance
with  the  pricing  methods  used  by  the  Fund  and  that  the  Fund  receives
satisfactory  assurances that (i) it will have good and marketable  title to the
securities  received  by it;  (ii) that the  securities  are in proper  form for
transfer to the Fund; and (iii) adequate information will be provided concerning
the basis and other matters relating to the securities.

         Under the 1940 Act,  the Fund  reserve the right to reject any purchase
orders,  and may suspend the right of redemption or postpone the date of payment
upon  redemption  for any period  during  which the NYSE is closed  (other  than
customary weekend and holiday  closings,  or during which trading is restricted,
or during which as  determined  by the SEC by rule or  regulation)  an emergency
exists as a result of which disposal or valuation of portfolio securities is not
reasonably practicable, or for such periods as the SEC may permit. The Trust may
suspend  redemption rights or postpone  redemption  payments for such periods as
are permitted under the 1940 Act. The Trust may also redeem shares involuntarily
or make payment for  redemption in  securities  or other  property if it appears
appropriate  to do so in light of the  Trust's  responsibilities  under the 1940
Act. In addition,  the Trust may redeem  shares  involuntarily  to reimburse the
Fund for any losses sustained by reason of the failure of a shareholders to make
full  payment  for shares  purchased  or to collect  any  charge  relating  to a
transaction  effected for the benefit of a  shareholder  which is  applicable to
shares of the Fund as provided from time to time in the Prospectus.


The dealer reallowance for Class A shares of the Technology Fund is as follows:

<PAGE>




- ---------------------------------------------------------------------------------------


- ----------------------- -------------------- --------------------- --------------------
                          FRONT-END SALES      FRONT-END SALES           DEALER
                            CHARGE AS %          CHARGE AS %            ALLOWANCE
        AMOUNT               OF PUBLIC          OF NET AMOUNT        AS % OF PUBLIC
     OF PURCHASE          OFFERING PRICE           INVESTED          OFFERING PRICE
- ----------------------- -------------------- --------------------- --------------------
- ----------------------- -------------------- --------------------- --------------------

- ----------------------- -------------------- --------------------- --------------------
- ----------------------- -------------------- --------------------- --------------------
Less than $50,000              5.75%                6.10%                 5.00%
- ----------------------- -------------------- --------------------- --------------------
- ----------------------- -------------------- --------------------- --------------------
$50,000 to $99,999             4.75%                4.99%                 4.00%
- ----------------------- -------------------- --------------------- --------------------
- ----------------------- -------------------- --------------------- --------------------
$100,000 to $249,999           3.75%                3.90%                 3.00%
- ----------------------- -------------------- --------------------- --------------------
- ----------------------- -------------------- --------------------- --------------------
$250,000 to $499,999           2.75%                2.83%                 2.25%
- ----------------------- -------------------- --------------------- --------------------
- ----------------------- -------------------- --------------------- --------------------
$500,000 to $999,999           2.00%                2.04%                 1.75%
- ----------------------- -------------------- --------------------- --------------------
- ----------------------- -------------------- --------------------- --------------------
$1,000,000 and over1           0.00%                0.00%                 1.00%
- ----------------------- -------------------- --------------------- --------------------


1We will assess Class A shares  purchases of  $1,000,000 or more a 1.00% CDSC if
 they are redeemed within one year from the date of purchase.  Charges are based
 on the lower of the NAV on the date of purchase or the date of redemption.


         Purchases and Redemptions  Through Brokers and/or Their  Affiliates.  A
broker may charge transaction fees on the purchase and/or sale of Fund shares in
addition to those fees  described in the  Prospectus in the Summary of Expenses.
The Trust has authorized  one or more brokers to receive on its behalf  purchase
and  redemption  orders,  and such brokers are  authorized  to  designate  other
intermediaries  to receive purchase and redemption orders on the Trust's behalf.
The Trust will be deemed to have  received a purchase  or  redemption  order for
Fund shares when an authorized broker or, if applicable,  a broker's  authorized
designee, receives the order.


         Reduced Sales Charges for Employees of the Transfer Agent.

    Employees of Boston Financial Data Services, Inc., transfer agent for the
Trust, may purchase Class A shares at net asset value.


                             PORTFOLIO TRANSACTIONS

         The Trust has no obligation to deal with any dealer or group of dealers
in the execution of  transactions in portfolio  securities.  Subject to policies
established  by the Trust's Board of Trustees,  Wells Fargo Bank is  responsible
for the Fund's portfolio decisions and the placing of portfolio transactions. In
placing orders,  it is the policy of the Trust to obtain the best results taking
into account the dealer's general execution and operational facilities, the type
of  transaction  involved  and  other  factors  such  as the  dealer's  risk  in
positioning  the securities  involved.  While Wells Fargo Bank  generally  seeks
reasonably competitive spreads or commissions,  the Fund will not necessarily be
paying the lowest spread or commission available.

         Purchases and sales of equity  securities on a securities  exchange are
effected through brokers who charge a negotiated  commission for their services.
Orders may be directed to any broker including,  to the extent and in the manner
permitted by  applicable  law,  Stephens or Wells Fargo  Securities  Inc. In the
over-the-counter  market,  securities are generally traded on a "net" basis with
dealers acting as principal for their own accounts without a stated  commission,
although the price of the security usually  includes a profit to the dealer.  In
underwritten offerings,  securities are purchased at a fixed price that includes
an amount of  compensation  to the  underwriter,  generally  referred  to as the
underwriter's concession or discount.

         In placing  orders for portfolio  securities  of the Fund,  Wells Fargo
Bank is required to give primary  consideration  to obtaining the most favorable
price and  efficient  execution.  This means that Wells  Fargo Bank will seek to
execute each  transaction  at a price and  commission,  if any, that provide the
most   favorable   total  cost  or  proceeds   reasonably   attainable   in  the
circumstances.  Commission rates are established  pursuant to negotiations  with
the broker based on the quality and quantity of execution  services  provided by
the broker in the light of generally  prevailing rates. The allocation of orders
among brokers and the  commission  rates paid are reviewed  periodically  by the
Board of Trustees.

         Wells Fargo Bank, as the Investment  Advisor of each of the Fund,  may,
in  circumstances  in  which  two or more  dealers  are in a  position  to offer
comparable  results for the Fund  portfolio  transaction,  give  preference to a
dealer that has provided  statistical or other research  services to Wells Fargo
Bank. By  allocating  transactions  in this manner,  Wells Fargo Bank is able to
supplement  its  research  and  analysis  with  the  views  and  information  of
securities  firms.  Information  so received  will be in addition to, and not in
lieu of, the  services  required to be  performed  by Wells Fargo Bank under the
Advisory Contracts, and the expenses of Wells Fargo Bank will not necessarily be
reduced as a result of the receipt of this  supplemental  research  information.
Furthermore,  research  services  furnished by dealers through which Wells Fargo
Bank places securities transactions for the Fund may be used by Wells Fargo Bank
in servicing its other  accounts,  and not all of these  services may be used by
Wells Fargo Bank in connection with advising the Fund.

         Portfolio  Turnover.  The  portfolio  turnover  rate is not a  limiting
factor when Wells Fargo Bank deems portfolio changes appropriate. Changes may be
made in the portfolios consistent with the investment objectives and policies of
the Fund whenever  such changes are believed to be in the best  interests of the
Fund and their  shareholders.  The  portfolio  turnover  rate is  calculated  by
dividing the lesser of purchases or sales of portfolio securities by the average
monthly  value  of  the  Fund's  portfolio  securities.  For  purposes  of  this
calculation,  portfolio securities exclude all securities having a maturity when
purchased  of one year or  less.  Portfolio  turnover  generally  involves  some
expenses to the Fund,  including  brokerage  commissions or dealer  mark-ups and
other  transaction costs on the sale of securities and the reinvestment in other
securities.  Portfolio  turnover also can generate  short-term  capital gain tax
consequences.  Portfolio turnover rate is not a limiting factor when Wells Fargo
Bank deems portfolio changes appropriate.


                                                          FUND EXPENSES

         From time to time,  Wells Fargo Bank and  Stephens  may waive fees from
the Fund in  whole  or in  part.  Any such  waiver  will  reduce  expenses  and,
accordingly, have a favorable impact on the Fund's performance.

         Except for the  expenses  borne by Wells Fargo Bank and  Stephens,  the
Trust  bears all costs of its  operations,  including  the  compensation  of its
Trustees  who are not  affiliated  with  Stephens  or Wells Fargo Bank or any of
their  affiliates;  Advisory,  shareholder  servicing and  administration  fees;
payments pursuant to any Plan; interest charges; taxes; fees and expenses of its
independent  auditors,  legal counsel,  transfer  agent and dividend  disbursing
agent;  expenses  of  redeeming  shares;  expenses  of  preparing  and  printing
prospectuses  (except the expense of printing and mailing  prospectuses used for
promotional   purposes,   unless   otherwise   payable   pursuant  to  a  Plan),
shareholders'  reports,  notices,  proxy  statements  and reports to  regulatory
agencies;   insurance  premiums  and  certain  expenses  relating  to  insurance
coverage;  trade  association  membership  dues;  brokerage  and other  expenses
connected with the execution of portfolio transactions; fees and expenses of its
custodian,  including  those for keeping books and accounts and  calculating the
NAV per share of the Fund; expenses of shareholders' meetings; expenses relating
to the issuance,  registration and  qualification of the Fund's shares;  pricing
services, and any extraordinary expenses.  Expenses attributable to the Fund are
charged against Fund assets.  General  expenses of the Trust are allocated among
all of the funds of the Trust,  including the Fund, in a manner proportionate to
the net assets of the Fund, on a transactional  basis, or on such other basis as
the Trust's Board of Trustees deems equitable.


                              FEDERAL INCOME TAXES

         The following information supplements and should be read in conjunction
with  the  Prospectus  section  entitled  "Taxes."  The  Prospectus  of the Fund
generally describes the tax treatment of distributions by the Fund. This section
of the SAI includes additional information concerning federal income taxes.

         General.  The  Trust  intends  to  continue  to  qualify  the Fund as a
regulated  investment company under Subchapter M of the Internal Revenue Code of
1986,  as amended (the  "Code"),  as long as such  qualification  is in the best
interests  of the  Fund's  shareholders.  The Fund will be treated as a separate
entity for  federal  income  tax  purposes.  Thus,  the  provisions  of the Code
applicable  to  regulated   investment   companies  generally  will  be  applied
separately  to the  Fund,  rather  than to the  Trust as a whole.  In  addition,
capital gains, net investment  income, and operating expenses will be determined
separately for the Fund. As a regulated investment company, the Fund will not be
taxed  on  its  net  investment  income  and  capital  gain  distributed  to its
shareholders.

         Qualification  as  a  regulated   investment  company  under  the  Code
requires,  among other  things,  that the Fund derive at least 90% of its annual
gross  income  from  dividends,  interest,  certain  payments  with  respect  to
securities  loans,  gains  from  the  sale or  other  disposition  of  stock  or
securities or foreign currencies (to the extent such currency gains are directly
related to the regulated investment company's principal business of investing in
stock or securities) and other income (including, but not limited to, gains from
options,  futures or forward  contracts) derived with respect to its business of
investing  in such  stock,  securities  or  currencies;  and (b)  diversify  its
holdings so that, at the end of each quarter of the taxable  year,  (i) at least
50% of the market value of the Fund's assets is represented by cash,  government
securities  and other  securities  limited  in  respect  of any one issuer to an
amount  not  greater  than 5% of the Fund's  assets  and 10% of the  outstanding
voting securities of such issuer, and (ii) not more than 25% of the value of its
assets  is  invested  in the  securities  of any one  issuer  (other  than  U.S.
Government   obligations  and  the  securities  of  other  regulated  investment
companies),  or in two or more  issuers  which the Fund  controls  and which are
determined to be engaged in the same or similar trades or businesses.

         The Fund must also  distribute  or be  deemed  to  distribute  to their
shareholders at least 90% of their net investment  income  (including,  for this
purpose,  net short-term  capital gain) earned in each taxable year. In general,
these  distributions  must actually or be deemed to be made in the taxable year.
However,  in certain  circumstances,  such  distributions  may be made in the 12
months  following  the  taxable  year.  Furthermore,  distributions  declared in
October,  November or December of one taxable year and paid by January 31 of the
following  taxable  year will be  treated  as paid by  December  31 of the first
taxable  year.  The  Fund  intend  to pay out  substantially  all of  their  net
investment income and net realized capital gains (if any) for each year.

         Excise Tax. A 4%  nondeductible  excise tax will be imposed on the Fund
(other than to the extent of its  tax-exempt  interest  income) to the extent it
does not  meet  certain  minimum  distribution  requirements  by the end of each
calendar  year.  The  Fund  intends  to  actually  or be  deemed  to  distribute
substantially  all of its net investment income and net capital gains by the end
of each calendar year and, thus, expects not to be subject to the excise tax.

   Taxation of Fund Investments.  Except as provided herein, gains and losses on
   the sale of portfolio  securities by the Fund will generally be capital gains
   and losses.  Such gains and losses will ordinarily be long-term capital gains
   and  losses  if the  securities  have been held by the Fund for more than one
   year at the time of disposition of the securities.

   Gains  recognized  on  the  disposition  of  a  debt  obligation   (including
   tax-exempt obligations) purchased by the Fund at a market discount (generally
   at a price less than its principal amount) will be treated as ordinary income
   to the extent of the portion of market  discount which  accrued,  but was not
   previously recognized pursuant to an available election,  during the term the
   Fund held the debt obligation.

   If an option  granted by the Fund lapses or is  terminated  through a closing
   transaction,  such as a repurchase by the Fund of the option from its holder,
   the Fund will realize a short-term capital gain or loss, depending on whether
   the premium income is greater or less than the amount paid by the Fund in the
   closing  transaction.  Some realized  capital  losses may be deferred if they
   result from a position  which is part of a "straddle,"  discussed  below.  If
   securities  are sold by the Fund  pursuant  to the  exercise of a call option
   written by it, the Fund will add the  premium  received  to the sale price of
   the  securities  delivered in  determining  the amount of gain or loss on the
   sale. If  securities  are purchased by the Fund pursuant to the exercise of a
   put option  written by it, such Fund will subtract the premium  received from
   its cost basis in the securities purchased.

   The  amount  of any  gain or loss  realized  by the  Fund  on  closing  out a
   regulated  futures  contract will generally result in a realized capital gain
   or loss for federal income tax purposes.  Regulated futures contracts held at
   the end of each  fiscal  year will be  required  to be "marked to market" for
   federal  income tax purposes  pursuant to Section  1256 of the Code.  In this
   regard,  they will be deemed to have been sold at market value. Sixty percent
   (60%) of any net gain or loss  recognized  on these deemed  sales,  and sixty
   percent (60%) of any net realized  gain or loss from any actual  sales,  will
   generally be treated as long-term  capital  gain or loss,  and the  remainder
   will be treated as short-term capital gain or loss. Transactions that qualify
   as  designated  hedges are excepted  from the  "mark-to-market"  rule and the
   "60%/40%" rule.

   Under Section 988 of the Code, the Fund  generally  will  recognize  ordinary
   income or loss to the extent that gain or loss realized on the disposition of
   portfolio  securities is attributable to changes in foreign currency exchange
   rates.  In addition,  gain or loss realized on the  disposition  of a foreign
   currency forward  contract,  futures  contract,  option or similar  financial
   instrument,  or of foreign  currency  itself,  will  generally  be treated as
   ordinary  income or loss.  The Fund  will  attempt  to  monitor  Section  988
   transactions, where applicable, to avoid adverse Federal income tax impact.

   Offsetting  positions held by the Fund involving certain  financial  forward,
   futures  or  options  contracts  may be  considered,  for  tax  purposes,  to
   constitute  "straddles."  "Straddles"  are  defined  to  include  "offsetting
   positions"  in  actively  traded  personal  property.  The tax  treatment  of
   "straddles"  is  governed  by  Section  1092 of the Code  which,  in  certain
   circumstances,  overrides or modifies the  provisions of Section 1256. If the
   Fund were  treated  as  entering  into  "straddles"  by  engaging  in certain
   financial  forward,  futures or option  contracts,  such  straddles  could be
   characterized  as "mixed  straddles"  if the  futures,  forwards,  or options
   comprising  a part of such  straddles  were  governed by Section  1256 of the
   Code.  The Fund  may  make  one or more  elections  with  respect  to  "mixed
   straddles."  Depending  upon which election is made, if any, the results with
   respect to the Fund may differ.  Generally,  to the extent the straddle rules
   apply to positions  established by the Fund,  losses realized by the Fund may
   be deferred to the extent of  unrealized  gain in any  offsetting  positions.
   Moreover,  as a result of the straddle and the conversion  transaction rules,
   short-term  capital  loss on straddle  positions  may be  recharacterized  as
   long-term  capital loss, and long-term  capital gain may be  characterized as
   short-term capital gain or ordinary income.

   If the Fund enters into a "constructive sale" of any appreciated  position in
   stock, a partnership  interest,  or certain debt  instruments,  the Fund must
   recognize  gain  (but not  loss)  with  respect  to that  position.  For this
   purpose,  a  constructive  sale  occurs  when the Fund enters into one of the
   following  transactions  with respect to the same or substantially  identical
   property:  (i) a short sale; (ii) an offsetting  notional principal contract;
   or (iii) a futures or forward contract.

   If the Fund  purchases  shares  in a  "passive  foreign  investment  company"
   ("PFIC"),  the Fund may be  subject to  Federal  income  tax and an  interest
   charge  imposed by the IRS upon  certain  distributions  from the PFIC or the
   Fund's  disposition  of its PFIC shares.  If the Fund invests in a PFIC,  the
   Fund intends to make an available  election to mark-to-market its interest in
   PFIC shares.  Under the election,  the Fund will be treated as recognizing at
   the end of each taxable year the difference,  if any, between the fair market
   value of its  interest  in the PFIC shares and its basis in such  shares.  In
   some circumstances,  the recognition of loss may be suspended.  The Fund will
   adjust  its  basis in the PFIC  shares  by the  amount  of  income  (or loss)
   recognized.  Although  such  income  (or loss) will be taxable to the Fund as
   ordinary income (or loss)  notwithstanding any distributions by the PFIC, the
   Fund will not be subject to Federal  income tax or the  interest  charge with
   respect to its interest in the PFIC under the election.

   Foreign Taxes.  Income and dividends received by the Fund from sources within
   foreign  countries may be subject to  withholding  and other taxes imposed by
   such  countries.  Tax conventions  between  certain  countries and the United
   States may reduce or eliminate  such taxes.  If more than 50% of the value of
   the  Fund's  total  assets  at the  close of its  taxable  year  consists  of
   securities  of  non-U.S.  corporations,  the Fund will be eligible to file an
   election with the IRS pursuant to which the regulated  investment company may
   pass-through  to  its  shareholders  foreign  taxes  paid  by  the  regulated
   investment  company,  which may be claimed either as a credit or deduction by
   the shareholders.  Only the International  Equity Fund and International Fund
   expect to qualify for the election.  However,  even if the Fund qualifies for
   the election, foreign taxes will only pass-through to the Fund shareholder if
   (i) the shareholder  holds the Fund shares for at least 16 days during the 30
   day period  beginning  15 days  prior to the date upon which the  shareholder
   becomes  entitled  to  receive  Fund  distributions  corresponding  with  the
   pass-through  of the foreign taxes paid by the Fund, and (ii) with respect to
   foreign  source  dividends  received  by the Fund on  shares  giving  rise to
   foreign tax, the Fund holds the shares for at least 16 days during the 30 day
   period  beginning  15 days  prior to the date  upon  which  the Fund  becomes
   entitled to the dividend.

   An  individual  with $300 or less of creditable  foreign  taxes  generally is
   exempt from foreign  source income and certain other  limitations  imposed by
   the Code on claiming a credit for such taxes. The $300 amount is increased to
   $600 for joint filers.

   Capital Gain Distributions. Distributions which are designated by the Fund as
   capital gain  distributions  will be taxed to  shareholders as long-term term
   capital gain (to the extent such  dividends  do exceed the Fund's  actual net
   capital gains for the taxable year), regardless of how long a shareholder has
   held Fund  shares.  Such  distributions  will be  designated  as capital gain
   distributions  in a written notice mailed by the Fund to its shareholders not
   later than 60 days after the close of the Fund's taxable year.

   Disposition  of Fund  Shares.  A  disposition  of Fund  shares  pursuant to a
   redemption  (including a redemption  in-kind) or an exchange will  ordinarily
   result in a taxable  capital gain or loss,  depending on the amount  received
   for the shares (or are deemed to be received in the case of an exchange)  and
   the cost of the shares.

   If a  shareholder  exchanges or otherwise  disposes of Fund shares  within 90
   days of having  acquired  such shares and if, as a result of having  acquired
   those shares,  the shareholder  subsequently pays a reduced sales charge on a
   new  purchase  of  shares  of the Fund or a  different  regulated  investment
   company,  the sales charge previously incurred in acquiring the Fund's shares
   shall not be taken into account (to the extent such previous sales charges do
   not exceed  the  reduction  in sales  charges  on the new  purchase)  for the
   purpose of  determining  the amount of gain or loss on the  disposition,  but
   will be treated as having  been  incurred  in the  acquisition  of such other
   shares.  Also, any loss realized on a redemption or exchange of shares of the
   Fund will be disallowed to the extent that substantially identical shares are
   acquired within the 61-day period beginning 30 days before and ending 30 days
   after the shares are disposed of.

   If a  shareholder  receives a  designated  capital gain  distribution  (to be
   treated by the  shareholder as a long-term  capital gain) with respect to any
   Fund share and such Fund share is held for six months or less,  then  (unless
   otherwise  disallowed)  any loss on the sale or  exchange  of that Fund share
   will be treated as a long-term  capital loss to the extent of the  designated
   capital gain  distribution.  The loss  disallowance  rules  described in this
   paragraph do not apply to losses realized under a periodic redemption plan.

         Federal  Income Tax Rates.  As of the printing of this SAI, the maximum
individual tax rate  applicable to ordinary  income is 39.6% (marginal tax rates
may be higher  for some  individuals  to  reduce or  eliminate  the  benefit  of
exemptions and deductions);  the maximum individual marginal tax rate applicable
to net capital gain is 20%; and the maximum  corporate  tax rate  applicable  to
ordinary  income and net capital gain is 35%  (marginal  tax rates may be higher
for some  corporations  to reduce or  eliminate  the  benefit of lower  marginal
income tax  rates).  Naturally,  the amount of tax payable by an  individual  or
corporation will be affected by a combination of tax laws covering, for example,
deductions, credits, deferrals, exemptions, sources of income and other matters.

         Backup Withholding.  The Trust may be required to withhold,  subject to
certain exemptions, at a rate of 31% ("backup withholding") on all distributions
and  redemption  proceeds  (including  proceeds from  exchanges and  redemptions
in-kind)  paid  or  credited  to an  individual  Fund  shareholder,  unless  the
shareholder certifies that the "taxpayer identification number" ("TIN") provided
is correct and that the shareholder is not subject to backup withholding, or the
IRS  notifies  the Trust that the  shareholder's  TIN is  incorrect  or that the
shareholder  is  subject  to  backup  withholding.  Such tax  withheld  does not
constitute any additional tax imposed on the shareholder,  and may be claimed as
a tax payment on the  shareholder's  Federal income tax return. An investor must
provide a valid TIN upon opening or  reopening an account.  Failure to furnish a
valid TIN to the Trust also could  subject the investor to penalties  imposed by
the IRS.


     Foreign  Shareholders.  Under the Code,  distributions  attributable to net
investment  income, net short-term capital gain and certain other items realized
by the Fund and paid to a  nonresident  alien  individual,  foreign trust (i.e.,
trust  which  a  U.S.  court  is  able  to  exercise  primary  supervision  over
administration  of that trust and one or more U.S.  persons  have  authority  to
control substantial  decisions of that trust),  foreign estate (i.e., the income
of which is not subject to U.S. tax regardless of source),  foreign corporation,
or foreign  partnership (each, a "foreign  shareholder") will be subject to U.S.
withholding  tax (at a rate  of 30% or a  lower  treaty  rate,  if  applicable).
Withholding  will not  apply  if a  distribution  paid by the Fund to a  foreign
shareholder is "effectively  connected" with a U.S. trade or business (or, if an
income tax treaty applies, is attributable to a U.S. permanent  establishment of
the  foreign   shareholder),   in  which  case  the  reporting  and  withholding
requirements  applicable to U.S. persons will apply.  Capital gain distributions
generally are not subject to tax withholding.


         New Regulations. On October 6, 1997, the Treasury Department issued new
regulations  (the "New  Regulations")  which make certain  modifications  to the
backup withholding,  U.S. income tax withholding and information reporting rules
applicable  to foreign  shareholders.  The New  Regulations  will  generally  be
effective  for  payments  made  after  December  31,  2000,  subject  to certain
transition rules.  Among other things,  the New Regulations will permit the Fund
to  estimate  the  portion of their  distributions  qualifying  as capital  gain
distributions for purposes of determining the portion of such distributions paid
to foreign  shareholders that will be subject to federal income tax withholding.
Prospective  investors are urged to consult their own tax advisors regarding the
New Regulations.

   Corporate  Shareholders.  Corporate  shareholders of the Fund may be eligible
   for the  dividends-received  deduction  on dividends  distributed  out of the
   Fund's income attributable to dividends received from domestic  corporations,
   which, if received directly by the corporate  shareholder,  would qualify for
   such  deduction.  A distribution  by the Fund  attributable to dividends of a
   domestic corporation will only qualify for the  dividends-received  deduction
   if (i) the corporate  shareholder  generally holds the Fund shares upon which
   the  distribution  is made  for at  least 46 days  during  the 90 day  period
   beginning  45 days  prior to the date  upon  which  the  shareholder  becomes
   entitled to the distribution; and (ii) the Fund generally holds the shares of
   the domestic  corporation  producing the dividend income for at least 46 days
   during the 90 day period  beginning  45 days prior to the date upon which the
   Fund becomes entitled to such dividend income.

   Tax-Deferred  Plan.  The  shares of the Fund are  available  for a variety of
   tax-deferred  retirement  and other plans,  including  Individual  Retirement
   Accounts  ("IRA"),  Simplified  Employee Pension Plans  ("SEP-IRA"),  Savings
   Incentive  Match  Plans  for  Employees  ("SIMPLE  plans"),  Roth  IRAs,  and
   Education  IRAs,  which  permit  investors to defer some of their income from
   taxes.  Investors should contact their selling agents for details  concerning
   retirement plans.

   Other Matters.  Investors  should be aware that the investments to be made by
   the Fund may  involve  sophisticated  tax rules  that may result in income or
   gain  recognition  by the Fund without  corresponding  current cash receipts.
   Although the Fund will seek to avoid significant noncash income, such noncash
   income could be recognized by the Fund, in which case the Fund may distribute
   cash  derived  from other  sources in order to meet the minimum  distribution
   requirements described above.

   The foregoing discussion and the discussions in the Prospectus  applicable to
   each  shareholder  address  only  some  of  the  Federal  tax  considerations
   generally  affecting  investments  in the  Fund.  Each  investor  is urged to
   consult his or her tax advisor  regarding  specific  questions as to federal,
   state, local or foreign taxes.

                                  CAPITAL STOCK

         The Fund are two of the funds of the Wells Fargo Funds Trust  family of
funds. The Trust was organized as a Delaware business trust on March 10, 1999.

         Most of the Trust's Funds are authorized to issue  multiple  classes of
shares,  one class  generally  subject to a front-end  sales charge and, in some
cases, classes subject to a  contingent-deferred  sales charge, that are offered
to retail  investors.  Certain of the Trust's Funds also are authorized to issue
other classes of shares,  which are sold primarily to  institutional  investors.
Each share in the Fund represents an equal,  proportionate  interest in the Fund
with all other  shares.  Shareholders  bear their pro rata portion of the Fund's
operating expenses,  except for certain class-specific expenses (e.g., any state
securities  registration fees,  shareholder  servicing fees or distribution fees
that may be paid under Rule 12b-1) that are  allocated  to a  particular  class.
Please contact Investor  Services at 1-800-222-8222 if you would like additional
information about other Funds or classes of shares offered.

         With  respect  to  matters  that  affect  one  class  but not  another,
shareholders  vote as a class; for example,  the approval of a Plan.  Subject to
the foregoing, all shares of the Fund have equal voting rights and will be voted
in the aggregate, and not by Series, except where voting by a Series is required
by law or where the matter  involved  only affects one Series.  For  example,  a
change in the Fund'  fundamental  investment  policy affects only one Series and
would be voted upon only by  shareholders  of the Fund  involved.  Additionally,
approval of an Advisory contract, since it only affects one Fund, is a matter to
be determined  separately by each Series.  Approval by the  shareholders  of one
Series is  effective  as to that  Series  whether  or not  sufficient  votes are
received from the shareholders of the other series to approve the proposal as to
those Series.

         As used in the  Prospectus  and in this SAI, the term  "majority"  when
referring to approvals to be obtained from  shareholders of a Class of the Fund,
means  the vote of the  lesser of (i) 67% of the  shares of such  class the Fund
represented  at a meeting  if the  holders  of more than 50% of the  outstanding
shares  such class of the Fund are  present in person or by proxy,  or (ii) more
than 50% of the outstanding  shares of such class the Fund. The term "majority,"
when referring to approvals to be obtained from  shareholders of the Fund, means
the vote of the  lesser of (i) 67% of the  shares of the Fund  represented  at a
meeting if the  holders of more than 50% of the  outstanding  shares of the Fund
are  present  in person or by  proxy,  or (ii) more than 50% of the  outstanding
shares of the Fund. The term  "majority,"  when referring to the approvals to be
obtained from shareholders of the Trust as a whole, means the vote of the lesser
of (i) 67% of the Trust's shares represented at a meeting if the holders of more
than 50% of the Trust's outstanding shares are present in person or by proxy, or
(ii) more than 50% of the Trust's outstanding shares.  Shareholders are entitled
to one vote for each full share held and fractional votes for fractional  shares
held.

         Shareholders are not entitled to any preemptive  rights. All shares are
issued in  uncertificated  form only,  and,  when  issued will be fully paid and
non-assessable  by the Trust.  The Trust may dispense with an annual  meeting of
shareholders  in any year in which it is not required to elect  directors  under
the 1940 Act.

         Each  share  of a class of the Fund  represents  an equal  proportional
interest  in the Fund with each other share in the same class and is entitled to
such  dividends  and  distributions  out  of the  income  earned  on the  assets
belonging to the Fund as are declared in the discretion of the Trustees.  In the
event of the  liquidation or dissolution of the Trust,  shareholders of the Fund
are entitled to receive the assets  attributable to the relevant class of shares
of the Fund that are  available  for  distribution,  and a  distribution  of any
general assets not  attributable to a particular  investment  portfolio that are
available for  distribution  in such manner and on such basis as the Trustees in
their sole discretion may determine.

         Set  forth  below as of July 24,  2000 is the name,  address  and share
ownership  of each  person  known by the  Trust  to have  beneficial  or  record
ownership  of 5% or  more  of a class  of the  Fund or 5% or more of the  voting
securities  of the Fund as a whole.  The term "N/A" is used where a  shareholder
holds 5% or more of a class, but less than 5% of the Fund as a whole.


                        5% OWNERSHIP AS OF JULY 24, 2000

                                                   Name and                           Type of           Percentage
            Fund                                   Address                           Ownership           of Class

Technology Fund                Stephens Inc.                                         Record         100%
     Class A                   111 Center Street, Suite 300
                               Little Rock, AR 72201


     Class B                   Stephens Inc.                                         Record         100%
                               111 Center Street, Suite 300
                               Little Rock, AR 72201


     Class C                   Stephens Inc.                                          Record        100%
                               111 Center Street, Suite 300
                               Little Rock, AR 72201

         For purposes of the 1940 Act,  any person who owns  directly or through
one or more  controlled  companies  more than 25% of the voting  securities of a
company is presumed to "control" such company. Accordingly, to the extent that a
shareholder  identified in the foregoing  table is identified as the  beneficial
holder of more than 25% of a class (or Fund),  or is identified as the holder of
record of more than 25% of a class (or Fund) and has  voting  and/or  investment
powers, it may be presumed to control such class (or Fund).


                                      OTHER

         The Trust's  Registration  Statement,  including the Prospectus and SAI
for the Fund and the exhibits filed therewith,  may be examined at the office of
the Securities and Exchange Commission in Washington,  D.C. Statements contained
in the  Prospectus  or the  SAI as to the  contents  of any  contract  or  other
document  referred to herein or in the Prospectus are not necessarily  complete,
and, in each  instance,  reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement,  each such statement
being qualified in all respects by such reference.


                                     COUNSEL

         Morrison & Foerster LLP, 2000  Pennsylvania  Avenue,  N.W., Suite 5500,
Washington, D.C. 20006, as counsel for the Trust, has rendered its opinion as to
certain legal matters  regarding the due authorization and valid issuance of the
shares of beneficial interest being sold pursuant to the Fund's Prospectus.


                              INDEPENDENT AUDITORS

         KPMG LLP has been selected as the  independent  auditors for the Trust.
KPMG LLP provides  audit  services,  tax return  preparation  and assistance and
consultation  in  connection  with  review of certain  SEC  filings.  KPMG LLP's
address is Three Embarcadero Center, San Francisco, California 94111.





<PAGE>




                             WELLS FARGO FUNDS TRUST
                                                        Telephone: 1-800-222-8222

                       STATEMENT OF ADDITIONAL INFORMATION
                               Dated July 24, 2000

                              NASDAQ 100 TILT FUND

                                     Class O

         Wells  Fargo  Funds  Trust (the  "Trust")  is an  open-end,  management
investment  company.  This Statement of Additional  Information ("SAI") contains
additional  information  about the Nasdaq 100 Tilt Fund in the Wells Fargo Funds
Trust family of funds (the "Fund"). The Nasdaq 100 Tilt Fund is considered to be
non-diversified  under the Investment Company Act of 1940, as amended (the "1940
Act"). The Nasdaq 100 Tilt Fund offers Class O shares only, and this SAI relates
to that class of shares.

         This SAI is not a prospectus and should be read in conjunction with the
Fund's Prospectus, also dated July 24, 2000. All terms used in this SAI that are
defined in the Prospectus have the meanings  assigned in the Prospectus.  A copy
of the Prospectus may be obtained  without charge by calling  1-800-222-8222  or
writing to Wells Fargo Funds, P.O. Box 8266, Boston, MA 02266-8266.



<PAGE>



                                                     i

                                TABLE OF CONTENTS

                                                                                                       Page

Investment Policies..................................................................................    1

Additional Permitted Investment Activities and Associated Risks......................................

Management...........................................................................................

Performance Calculations.............................................................................

Determination of Net Asset Value.....................................................................

Additional Purchase and Redemption Information.......................................................

Portfolio Transactions...............................................................................

Fund Expenses........................................................................................

Federal Income Taxes.................................................................................

Capital Stock........................................................................................

Other................................................................................................

Counsel..............................................................................................

Independent Auditors.................................................................................

Appendix.............................................................................................    A-1



<PAGE>


                                                    27
                               INVESTMENT POLICIES

         Fundamental Investment Policies

         The Fund has adopted the following  investment  policies,  all of which
are fundamental  policies;  that is, they may not be changed without approval by
the  holders of a majority  (as defined in 1940 Act) of the  outstanding  voting
securities of such Fund.

The Fund may not:

(8) borrow money,  except to the extent permitted under the 1940 Act,  including
the rules, regulations and any orders obtained thereunder;

(9) issue senior securities,  except to the extent permitted under the 1940 Act,
including the rules, regulations and any orders obtained thereunder;

(10) make loans to other parties if, as a result,  the  aggregate  value of such
loans would exceed  one-third of the Fund's  total  assets.  For the purposes of
this limitation,  entering into repurchase  agreements,  lending  securities and
acquiring any debt securities are not deemed to be the making of loans;

(11)  underwrite  securities  of other  issuers,  except to the extent  that the
purchase of permitted  investments  directly from the issuer  thereof or from an
underwriter  for an  issuer  and the later  disposition  of such  securities  in
accordance  with  the  Fund's  investment   program  may  be  deemed  to  be  an
underwriting;

(12)  purchase or sell real estate  unless  acquired as a result of ownership of
securities  or other  instruments  (but  this  shall not  prevent  the Fund from
investing in securities or other instruments backed by real estate or securities
of companies engaged in the real estate business); nor

(13) purchase or sell commodities, provided that (i) currency will not be deemed
to be a commodity for purposes of this  restriction,  (ii) this restriction does
not limit the  purchase  or sale of  futures  contracts,  forward  contracts  or
options,  and (iii)  this  restriction  does not limit the  purchase  or sale of
securities or other instruments backed by commodities or the purchase or sale of
commodities   acquired  as  a  result  of  ownership  of   securities  or  other
instruments.

As a  fundamental  policy,  the  Nasdaq  100 Tilt  Fund  reserves  the  right to
concentrate  its  investments  in a single  industry  or  industries,  or in the
securities of a single issuer.

         Non-Fundamental Investment Policies

   The Fund has  adopted the  following  non-fundamental  policies  which may be
   changed by the  Trustees  of the Trust at any time  without  approval of such
   Fund's shareholders.

(2) The Fund may  invest  in shares of other  investment  companies  only to the
extent permitted under Section 12(d)(1)(A) of the 1940 Act, including the rules,
regulations and any orders obtained thereunder.

(7) The Fund may not  invest or hold more than 15% of the  Fund's  net assets in
illiquid  securities.  For this  purpose,  illiquid  securities  include,  among
others,  (a) securities  that are illiquid by virtue of the absence of a readily
available market or legal or contractual  restrictions on resale, (b) fixed time
deposits  that are subject to withdrawal  penalties and that have  maturities of
more than seven days, and (c) repurchase  agreements not terminable within seven
days.

(8) The Fund may invest in futures or options  contracts  regulated  by the CFTC
for (i) bona fide hedging  purposes  within the meaning of the rules of the CFTC
and (ii) for other  purposes if, as a result,  no more than 5% of the Fund's net
assets  would be  invested in initial  margin and  premiums  (excluding  amounts
"in-the-money") required to establish the contracts.

(9) The Fund may lend securities from its portfolio to approved brokers, dealers
and  financial  institutions,  to the  extent  permitted  under  the  1940  Act,
including the rules,  regulations  and exemptions  thereunder,  which  currently
limit such  activities  to  one-third  of the value of the Fund's  total  assets
(including  the value of the collateral  received).  Any such loans of portfolio
securities   will  be   fully   collateralized   based   on   values   that  are
marked-to-market daily.

(10) The Fund may not make investments for the purpose of exercising  control or
management, provided that this restriction does not limit the Fund's investments
in securities of other  investment  companies or investments in entities created
under the laws of foreign  countries to  facilitate  investment in securities of
that country.

(11) The Fund may not  purchase  securities  on margin  (except  for  short-term
credits necessary for the clearance of transactions).

(12) The Fund may not sell securities short,  unless it owns or has the right to
obtain  securities  equivalent in kind and amount to the  securities  sold short
(short sales  "against  the box"),  and provided  that  transactions  in futures
contracts and options are not deemed to constitute selling securities short.

         General

         Notwithstanding the foregoing policies,  any other investment companies
in which the Fund may invest have adopted its own investment policies, which may
be more or less restrictive  than those listed above,  thereby allowing the Fund
to participate in certain investment  strategies  indirectly that are prohibited
under the fundamental and non-fundamental investment policies listed above.

                            ADDITIONAL PERMITTED INVESTMENT ACTIVITIES AND ASSOCIATED RISKS

         Set forth below are descriptions of certain  investments and additional
investment  policies for the Fund.  For purposes of  monitoring  the  investment
policies  and  restrictions  of the Fund  (with  the  exception  of the loans of
portfolio  securities  policy  described  below),  the amount of any  securities
lending  collateral  held by the Fund  will be  excluded  in  calculating  total
assets.

         Bank Obligations

         The Fund may  invest in bank  obligations,  including  certificates  of
deposit, time deposits, bankers' acceptances and other short-term obligations of
domestic banks,  foreign  subsidiaries of domestic  banks,  foreign  branches of
domestic  banks,  and domestic and foreign  branches of foreign banks,  domestic
savings and loan  associations and other banking  institutions.  With respect to
such securities issued by foreign branches of do banks,  foreign subsidiaries of
domestic banks, and domestic and foreign branches of foreign banks, the Fund may
be subject to  additional  investment  risks that are different in some respects
from those incurred by a Fund which invests only in debt obligations of domestic
issuers. Such risks include possible future political and economic developments,
the possible  imposition of foreign withholding taxes on interest income payable
on the  securities,  the  possible  establishment  of  exchange  controls or the
adoption of other foreign governmental restrictions which might adversely affect
the payment of  principal  and  interest on these  securities  and the  possible
seizure or nationalization of foreign deposits. In addition, foreign branches of
U.S.  banks  and  foreign  banks  may  be  subject  to  less  stringent  reserve
requirements and to different accounting,  auditing, reporting and recordkeeping
standards than those applicable to domestic branches of U.S. banks.

         Certificates  of deposit are  negotiable  certificates  evidencing  the
obligation of a bank to repay funds deposited with it for a specified  period of
time.

         Time  deposits  are  non-negotiable  deposits  maintained  in a banking
institution  for a  specified  period of time at a stated  interest  rate.  Time
deposits  which may be held by the Fund will not benefit from insurance from the
Bank Insurance Fund or the Savings  Association  Insurance Fund  administered by
the Federal Deposit Insurance  Corporation  ("FDIC").  Bankers'  acceptances are
credit  instruments  evidencing the obligation of a bank to pay a draft drawn on
it by a customer.  These instruments reflect the obligation both of the bank and
of the drawer to pay the face amount of the instrument upon maturity.  The other
short-term obligations may include uninsured, direct obligations, bearing fixed,
floating- or variable-interest rates.

         Borrowing

         The  Fund  may  borrow  money  for  temporary  or  emergency  purposes,
including the meeting of redemption  requests.  Borrowing  involves special risk
considerations.  Interest costs on borrowings may fluctuate with changing market
rates of  interest  and may  partially  offset or exceed  the  return  earned on
borrowed funds (or on the assets that were retained rather than sold to meet the
needs for which funds were borrowed).  Under adverse market conditions, the Fund
might have to sell portfolio  securities to meet interest or principal  payments
at a time when  investment  considerations  would not favor such sales.  Reverse
repurchase agreements, short sales not against the box, dollar roll transactions
and  other   similar   investments   that  involve  a  form  of  leverage   have
characteristics  similar to borrowings but are not considered  borrowings if the
Fund maintains a segregated account.

         Commercial Paper

         The Fund may invest in  commercial  paper  (including  variable  amount
master  demand notes) which refers to  short-term,  unsecured  promissory  notes
issued by corporations to finance  short-term credit needs.  Commercial paper is
usually sold on a discount  basis and has a maturity at the time of issuance not
exceeding  nine  months.   Variable   amount  master  demand  notes  are  demand
obligations which permit the investment of fluctuating amounts at varying market
rates of interest  pursuant to arrangements  between the issuer and a commercial
bank acting as agent for the payee of such notes  whereby  both parties have the
right  to  vary  the  amount  of the  outstanding  indebtedness  on  the  notes.
Investments  by the Fund in  commercial  paper  (including  variable rate demand
notes and variable  rate master demand notes issued by domestic and foreign bank
holding companies,  corporations and financial institutions,  as well as similar
instruments issued by government agencies and instrumentalities) will consist of
issues  that  are  rated  in one of  the  two  highest  rating  categories  by a
Nationally  Recognized  Ratings  Organization  ("NRRO").  Commercial  paper  may
include variable- and floating-rate instruments.

         Convertible Securities

         The Fund may invest in  convertible  securities  that  provide  current
income and that have a strong earnings and credit record.  The Fund may purchase
convertible  securities  that are  fixed-income  debt  securities  or  preferred
stocks,  and which may be converted at a stated price within a specified  period
of time  into a  certain  quantity  of the  common  stock  of the  same  issuer.
Convertible  securities,  while usually  subordinate  to similar  nonconvertible
securities,  are  senior to  common  stocks in an  issuer's  capital  structure.
Convertible securities offer flexibility by providing the investor with a steady
income stream (which generally yield a lower amount than similar  nonconvertible
securities and a higher amount than common stocks) as well as the opportunity to
take  advantage of increases in the price of the issuer's  common stock  through
the conversion  feature.  Fluctuations in the convertible  security's  price can
reflect  changes  in the market  value of the common  stock or changes in market
interest rates.

         Custodial Receipts for Treasury Securities

         The Fund may purchase  participations in trusts that hold U.S. Treasury
securities  (such  as TIGRs  and  CATS) or other  obligations  where  the  trust
participations  evidence ownership in either the future interest payments or the
future principal payments on the obligations.  These participations are normally
issued at a discount  to their  "face  value,"  and can  exhibit  greater  price
volatility  than  ordinary  debt  securities  because of the way in which  their
principal and interest are returned to investors.

         Derivative Securities: Futures and Options Contracts

         Futures and options  contracts  are types of  "derivative  securities,"
securities which derive their value, at least in part, from the price of another
security or asset,  or the level of an index or a rate.  As is described in more
detail below,  the Fund often invests in these  securities as a "hedge"  against
fluctuations  in the value of the other  securities  in that  Fund's  portfolio,
although  the  Fund  may  also  invest  in  certain  derivative  securities  for
investment purposes only.

         While derivative securities are useful for hedging and investment, they
also  carry  additional  risks.  A hedging  policy  may fail if the  correlation
between the value of the derivative  securities and the other investments in the
Fund's  portfolio does not follow the Advisor's  expectations.  If the Advisor's
expectations are not met, it is possible that the hedging strategy will not only
fail to protect the value of the Fund's investments,  but the Fund may also lose
money on the derivative security itself.  Also,  derivative  securities are more
likely to experience  periods when they will not be readily  tradable.  If, as a
result of such  illiquidity,  the Fund cannot settle a future or option contract
at the time the Advisor  determines  is optimal,  the Fund may lose money on the
investment.  Additional risks of derivative  securities include: the risk of the
disruption of the Fund's  ability to trade in derivative  securities  because of
regulatory   compliance   problems  or  regulatory   changes;   credit  risk  of
counterparties  to  derivative  contracts;  and market risk  (i.e.,  exposure to
adverse price changes).

         The Advisor uses a variety of internal  risk  management  procedures to
ensure that derivatives use is consistent with the Fund's investment objectives,
does  not  expose  the  Fund to  undue  risk  and is  closely  monitored.  These
procedures   include  providing  periodic  reports  to  the  Board  of  Trustees
concerning the use of derivatives.

         The  use  of  derivatives  by the  Fund  also  is  subject  to  broadly
applicable investment policies. For example, the Fund may not invest more than a
specified  percentage of its assets in "illiquid  securities,"  including  those
derivatives  that do not have  active  secondary  markets.  Nor may the Fund use
certain derivatives without establishing adequate "cover" in compliance with the
U.S.  Securities  and  Exchange  Commission  ("SEC")  rules  limiting the use of
leverage.

         Futures Contracts.  The Fund may trade futures contracts and options on
futures  contracts.  A futures  transaction  involves a firm agreement to buy or
sell a commodity or financial  instrument  at a particular  price on a specified
future date. Futures contracts are standardized and  exchange-traded,  where the
exchange serves as the ultimate  counterparty  for all contracts.  Consequently,
the  only  credit  risk on  futures  contracts  is the  creditworthiness  of the
exchange.

         The  purchaser  or seller  of a futures  contract  is not  required  to
deliver or pay for the underlying  instrument  unless the contract is held until
the  delivery  date.  However,  both the  purchaser  and seller are  required to
deposit  "initial  margin" with a futures broker when the parties enter into the
contract.  Initial  margin  deposits are typically  equal to a percentage of the
contract's value. If the value of either party's position  declines,  that party
will be required to make additional  "variation  margin"  payments to settle the
change in value on a daily  basis.  The party that has a gain may be entitled to
receive all or a portion of this amount.  Initial and variation  margin payments
do not  constitute  purchasing  securities  on margin for purposes of the Fund's
investment limitations.  In the event of the bankruptcy of the broker that holds
the margin on behalf of the Fund,  the Fund may not receive a full refund of its
margin.

         Although the Fund intend to purchase or sell futures  contracts only if
there is an active market for such contracts,  a liquid market may not exist for
a particular contract at a particular time. Many futures exchanges and boards of
trade  limit the amount of  fluctuation  permitted  in futures  contract  prices
during a single  trading  day.  Once  the  daily  limit  has been  reached  in a
particular contract, no trades may be made that day at a price beyond that limit
or trading may be  suspended  for  specified  periods  during the  trading  day.
Futures contracts prices could move to the limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of futures
positions and potentially  subject the Fund to substantial  losses. If it is not
possible, or the Fund determines not to close a futures position in anticipation
of adverse price movements, the Fund may be required to pay additional variation
margin until the position is closed.

         The Fund may also purchase options on futures contracts.  See "Options Trading" below.

         Options  Trading.  The Fund may purchase or sell options on  individual
securities or options on indices of securities. The purchaser of an option risks
a total loss of the premium  paid for the option if the price of the  underlying
security does not increase or decrease  sufficiently  to justify the exercise of
such option.  The seller of an option,  on the other hand,  will  recognize  the
premium as income if the option  expires  unrecognized  but foregoes any capital
appreciation  in excess of the  exercise  price in the case of a call option and
may be required to pay a price in excess of current  market value in the case of
a put option.

         A call option for a  particular  security  gives the  purchaser  of the
option the right to buy, and a writer the  obligation  to sell,  the  underlying
security at the stated exercise price at any time prior to the expiration of the
option,  regardless of the market price of the security. The premium paid to the
writer is in  consideration  for  undertaking  the  obligation  under the option
contract.  A put option for a particular  security gives the purchaser the right
to sell,  and the writer the option to buy, the security at the stated  exercise
price at any time prior to the expiration date of the option,  regardless of the
market price of the security.

         The Fund will write call  options  only if they are  "covered."  In the
case of a call option on a security or currency,  the option is "covered" if the
Fund owns the  instrument  underlying  the call or has an absolute and immediate
right to acquire that instrument  without  additional cash consideration (or, if
additional cash consideration is required,  cash, U.S. Government  securities or
other  liquid  high  grade  debt  obligations,  in  such  amount  are  held in a
segregated account by the Fund's custodian) upon conversion or exchange of other
securities  held by it. For a call option on an index,  the option is covered if
the Fund  maintains  with its  custodian a  diversified  portfolio of securities
comprising the index or liquid assets equal to the contract value. A call option
is also covered if the Fund holds an offsetting  call on the same  instrument or
index as the call  written.  The Fund will  write put  options  only if they are
"secured"  by liquid  assets  maintained  in a  segregated  account by the Fund'
custodian  in an amount  not less than the  exercise  price of the option at all
times during the option period.

         The  Fund may buy put and  call  options  and  write  covered  call and
secured put options.  Options  trading is a highly  specialized  activity  which
entails greater than ordinary investment risk. Options may be more volatile than
the underlying instruments,  and therefore, on a percentage basis, an investment
in  options  may be subject to greater  fluctuation  than an  investment  in the
underlying   instruments   themselves.   Purchasing  options  is  a  specialized
investment  technique that entails a substantial  risk of a complete loss of the
amounts  paid as  premiums  to the  writer  of the  option.  If the  Advisor  is
incorrect in its forecast of market value or other factors when writing options,
the Fund would be in a worse  position than it would have been had if it had not
written the option. If the Fund wishes to sell an underlying  instrument (in the
case of a covered call option) or liquidate  assets in a segregated  account (in
the case of a secured put option),  the Fund must purchase an offsetting  option
if available, thereby incurring additional transactions costs.

         Below is a  description  of some of the types of  options  in which the
Fund may invest.

         A stock index option is an option  contract whose value is based on the
value of a stock index at some future  point in time.  Stock  indexes  fluctuate
with  changes in the  market  values of the stocks  included  in the index.  The
effectiveness  of purchasing or writing stock index options will depend upon the
extent to which price  movements in the Fund's  investment  portfolio  correlate
with price movements of the stock index selected. Accordingly, successful use by
the Fund of options on stock indexes will be subject to the Advisor's ability to
correctly analyze movements in the direction of the stock market generally or of
particular  industry  or market  segments.  When the Fund  writes an option on a
stock  index,  the Fund  will  place in a  segregated  account  with the  Fund's
custodian  cash or liquid  securities  in an amount at least equal to the market
value of the  underlying  stock index and will  maintain  the account  while the
option is open or otherwise will cover the transaction.

         The Fund may invest in stock  index  futures  contracts  and options on
stock index futures contracts. A stock index futures contract is an agreement in
which one  party  agrees to  deliver  to the other an amount of cash  equal to a
specific  dollar  amount  multiplied  by the  difference  between the value of a
specific  stock index at the close of the last  trading day of the  contract and
the price at which the agreement is made.  Stock index futures  contracts may be
purchased  to protect the Fund  against an increase in the prices of stocks that
Fund  intends to  purchase.  The  purchase  of options  on stock  index  futures
contracts are similar to other options  contracts as described above,  where the
Fund pays a premium for the option to  purchase  or sell a stock  index  futures
contract for a specified  price at a specified date. With options on stock index
futures  contracts,  the Fund risks the loss of the premium paid for the option.
The Fund may also  invest in  interest-rate  futures  contracts  and  options on
interest-rate  futures  contracts.  These  securities are similar to stock index
futures  contracts  and options on stock index  futures  contracts,  except they
derive their price from an underlying interest rate rather than a stock index.

         Interest-rate  and index swaps  involve  the  exchange by the Fund with
another party of their  respective  commitments to pay or receive  interest (for
example, an exchange of floating-rate  payments for fixed-rate payments).  Index
swaps  involve the exchange by the Fund with  another  party of cash flows based
upon the performance of an index of securities.  Interest-rate swaps involve the
exchange by the Fund with another party of cash flows based upon the performance
of a specified interest rate. In each case, the exchange commitments can involve
payments to be made in the same  currency or in different  currencies.  The Fund
will  usually  enter  into swaps on a net basis.  In so doing,  the two  payment
streams are netted out, with the Fund  receiving or paying,  as the case may be,
only the net amount of the two payments. If the Fund enters into a swap, it will
maintain a segregated account on a gross basis, unless the contract provides for
a  segregated  account  on a net basis.  The risk of loss with  respect to swaps
generally  is  limited  to  the  net  amount  of  payments   that  the  Fund  is
contractually  obligated to make. There is also a risk of a default by the other
party to a swap,  in which case the Fund may not  receive net amount of payments
that the Fund contractually is entitled to receive.

         Future  Developments.  The Fund may take advantage of  opportunities in
the areas of options and futures  contracts and options on futures contracts and
any other derivative investments which are not presently contemplated for use by
the Fund or which are not currently available but which may be developed, to the
extent  such  opportunities  are  both  consistent  with  the  Fund'  investment
objective  and  legally  permissible  for the Fund.  Before  entering  into such
transactions or making any such investment,  the Fund would provide  appropriate
disclosure in its Prospectus or this SAI.

         Floating- and Variable-Rate Obligations

         The Fund may purchase  floating- and variable-rate  obligations such as
demand notes and bonds.  Variable-rate  demand notes include master demand notes
that are obligations that permit the Fund to invest fluctuating  amounts,  which
may change daily without penalty,  pursuant to direct  arrangements  between the
Fund, as lender, and the borrower.  The interest rate on a floating-rate  demand
obligation is based on a known lending rate, such as a bank's prime rate, and is
adjusted  automatically each time such rate is adjusted.  The interest rate on a
variable-rate   demand   obligation  is  adjusted   automatically  at  specified
intervals.  The issuer of such obligations ordinarily has a right, after a given
period,  to prepay in its discretion  the  outstanding  principal  amount of the
obligations  plus accrued interest upon a specified number of days notice to the
holders of such obligations. Frequently, such obligations are secured by letters
of credit or other credit support arrangements provided by banks.

         There   generally  is  no  established   secondary   market  for  these
obligations because they are direct lending  arrangements between the lender and
borrower.  Accordingly,  where these  obligations  are not secured by letters of
credit or other  credit  support  arrangements,  the  Fund's  right to redeem is
dependent  on the  ability of the  borrower  to pay  principal  and  interest on
demand. Such obligations  frequently are not rated by credit rating agencies and
The Fund may invest in  obligations  which are not so rated only if the  Advisor
determines  that at the time of  investment  the  obligations  are of comparable
quality to the other obligations in which such Fund may invest. The Advisor,  on
behalf of The Fund,  considers on an ongoing basis the  creditworthiness  of the
issuers of the floating- and  variable-rate  demand  obligations  in such Fund's
portfolio.  Floating- and variable-rate instruments are subject to interest-rate
and credit risk.

         The floating- and variable-rate  instruments that the Fund may purchase
include certificates of participation in such instruments.

         Foreign Obligations and Securities

         The Fund may invest in foreign  securities  through ADRs,  CDRs,  EDRs,
IDRs and GDRs or other similar securities convertible into securities of foreign
issuers.  These  securities  may not  necessarily  be  denominated  in the  same
currency as the securities into which they may be converted.  ADRs (sponsored or
unsponsored)  are receipts  typically issued by a U.S. bank or trust company and
traded on a U.S. stock  exchange,  and CDRs are receipts  typically  issued by a
Canadian  bank or trust company that  evidence  ownership of underlying  foreign
securities.  Issuers of  unsponsored  ADRs are not  contractually  obligated  to
disclose material  information in the U.S. and, therefore,  such information may
not  correlate to the market  value of the  unsponsored  ADR.  EDRs and IDRs are
receipts  typically issued by European banks and trust  companies,  and GDRs are
receipts issued by either a U.S. or non-U.S. banking institution,  that evidence
ownership of the underlying foreign  securities.  Generally,  ADRs in registered
form are designed for use in U.S. securities markets and EDRs and IDRs in bearer
form are designed primarily for use in Europe.

         For  temporary  defensive  purposes,  Funds may invest in fixed  income
securities of non-U.S.  governmental and private  issuers.  Such investments may
include bonds,  notes,  debentures and other similar debt securities,  including
convertible securities.

         Investments in foreign obligations involve certain  considerations that
are not typically associated with investing in domestic securities. There may be
less publicly available information about a foreign issuer than about a domestic
issuer.  Foreign issuers also are not generally  subject to the same accounting,
auditing and  financial  reporting  standards  or  governmental  supervision  as
domestic issuers. In addition, with respect to certain foreign countries,  taxes
may be withheld at the source under foreign tax laws, and there is a possibility
of  expropriation  or  confiscatory  taxation,  political,  social and  monetary
instability or diplomatic  developments that could adversely affect  investments
in, the liquidity of, and the ability to enforce  contractual  obligations  with
respect to, securities of issuers located in those countries.

         Investment  income on certain foreign  securities in which the Fund may
invest may be subject to foreign  withholding  or other taxes that could  reduce
the return on these  securities.  Tax  treaties  between  the United  States and
foreign countries,  however, may reduce or eliminate the amount of foreign taxes
to which the Fund would be subject.

         Forward Commitments, When-Issued Purchases and Delayed-Delivery Transactions

         The  Fund  may  purchase  or  sell   securities  on  a  when-issued  or
delayed-delivery  basis and make contracts to purchase or sell  securities for a
fixed  price at a future  date  beyond  customary  settlement  time.  Securities
purchased or sold on a when-issued, delayed-delivery or forward commitment basis
involve a risk of loss if the value of the security to be purchased declines, or
the value of the security to be sold increases, before the settlement date.

         The Fund will  segregate  cash,  U.S.  Government  obligations or other
high-quality debt instruments in an amount at least equal in value to the Fund's
commitments  to purchase  when-issued  securities.  If the value of these assets
declines,  the Fund will segregate  additional liquid assets on a daily basis so
that  the  value  of the  segregated  assets  is  equal  to the  amount  of such
commitments.

         Illiquid Securities

         The Fund may invest in securities not  registered  under the Securities
Act of 1933, as amended (the "1933 Act") and other  securities  subject to legal
or other  restrictions on resale.  Illiquid  securities may be difficult to sell
promptly at an acceptable price.  Delay or difficulty in selling  securities may
result in a loss or be costly to the Fund.

         Loans of Portfolio Securities

         The Fund  may lend its  portfolio  securities  pursuant  to  guidelines
approved by the Board of Trustees of the Trust to brokers, dealers and financial
institutions,  provided:  (1) the loan is  secured  continuously  by  collateral
consisting  of  cash,  securities  of  the  U.S.  Government,  its  agencies  or
instrumentalities, or an irrevocable letter of credit issued by a bank organized
under the laws of the United States,  organized  under the laws of a State, or a
foreign  bank that has filed an  agreement  with the  Federal  Reserve  Board to
comply  with  the  same  rules  and  regulations  applicable  to U.S.  banks  in
securities credit transactions,  and such collateral being maintained on a daily
marked-to-market  basis in an amount at least equal to the current  market value
of the securities  loaned plus any accrued  interest or dividends;  (2) the Fund
may at any time call the loan and  obtain the  return of the  securities  loaned
upon sufficient  prior  notification;  (3) the Fund will receive any interest or
dividends paid on the loaned  securities;  and (4) the aggregate market value of
securities loaned will not at any time exceed the limits established by the 1940
Act.

   A Fund will earn income for lending its  securities  because cash  collateral
   pursuant  to  these  loans  will  be  invested   subject  to  the  investment
   objectives,  principal  investment  strategies  and policies of the Fund.  In
   connection  with lending  securities,  the Fund may pay  reasonable  finders,
   administrative  and custodial fees.  Loans of securities  involve a risk that
   the  borrower  may fail to  return  the  securities  or may  fail to  provide
   additional  collateral.  In either case, the Fund could experience  delays in
   recovering securities or collateral or could lose all or part of the value of
   the  loaned  securities.  Although  voting  rights,  or  rights  to  consent,
   attendant  to  securities  on loan pass to the  borrower,  such  loans may be
   called at any time and will be called so that the  securities may be voted by
   the Fund if a material event affecting the investment is to occur. A Fund may
   pay a portion of the  interest or fees earned  from  securities  lending to a
   borrower or securities  lending agent.  Borrowers and placing brokers may not
   be affiliated,  directly or indirectly,  with the Trust, the Advisor,  or the
   Distributor.

         Money Market Instruments and Temporary Investments

         The Fund may invest in the following types of high quality money market
instruments  that have  remaining  maturities  not exceeding one year:  (i) U.S.
Government  obligations;  (ii)  negotiable  certificates  of  deposit,  bankers'
acceptances  and fixed time  deposits and other  obligations  of domestic  banks
(including  foreign  branches) that have more than $1 billion in total assets at
the time of  investment  and are  members of the Federal  Reserve  System or are
examined by the Comptroller of the Currency or whose deposits are insured by the
FDIC; (iii)  commercial paper rated at the date of purchase  "Prime-1" by Moodys
or "A-1" or "A-1--" by S&P, or, if unrated,  of comparable quality as determined
by the  Advisor;  and (iv)  repurchase  agreements.  The Fund also may invest in
short-term U.S. dollar-denominated  obligations of foreign banks (including U.S.
branches) that at the time of investment: (i) have more than $10 billion, or the
equivalent in other currencies,  in total assets;  (ii) are among the 75 largest
foreign  banks in the world as  determined  on the basis of  assets;  (iii) have
branches  or  agencies  in the  United  States;  and (iv) in the  opinion of the
Advisor,  are of comparable  quality to  obligations  of U.S. banks which may be
purchased by the Fund.

         Letters  of  Credit.   Certain  of  the  debt  obligations   (including
certificates   of   participation,   commercial   paper  and  other   short-term
obligations)  which the Fund may purchase may be backed by an unconditional  and
irrevocable  letter  of  credit  of a bank,  savings  and  loan  association  or
insurance  company  which  assumes the  obligation  for payment of principal and
interest  in the event of default by the issuer.  Only  banks,  savings and loan
associations and insurance  companies which, in the opinion of the Advisor,  are
of comparable quality to issuers of other permitted  investments of the Fund may
be used for letter of credit-backed investments.

         Repurchase  Agreements.  The Fund may enter into repurchase agreements,
wherein the seller of a security to the Fund agrees to repurchase  that security
from the Fund at a mutually  agreed  upon time and price.  A Fund may enter into
repurchase  agreements  only with respect to securities  that could otherwise be
purchased by the Fund. All repurchase agreements will be fully collateralized at
102% based on values  that are marked to market  daily.  The  maturities  of the
underlying  securities in a repurchase agreement transaction may be greater than
twelve months,  although the maximum term of a repurchase  agreement will always
be less  than  twelve  months.  If the  seller  defaults  and the  value  of the
underlying  securities has declined,  the Fund may incur a loss. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the security,
the Fund's disposition of the security may be delayed or limited.

         The Fund may not enter into a repurchase  agreement  with a maturity of
more than seven  days,  if, as a result,  more than 15% of the Fund's net assets
would be invested in repurchase  agreements  with  maturities of more than seven
days and illiquid securities.  A Fund will only enter into repurchase agreements
with  primary   broker/dealers   and  commercial   banks  that  meet  guidelines
established  by the  Board of  Trustees  and that  are not  affiliated  with the
investment  Advisor.  The Fund may  participate in pooled  repurchase  agreement
transactions with other funds advised by the Advisor.

         Other Investment Companies

         The Fund may invest in shares of other open-end  management  investment
companies,  up to the limits prescribed in Section  12(d)(1)(A) of the 1940 Act.
Currently,  under the 1940 Act, the Fund that invests directly in a portfolio of
securities  is limited to,  subject to certain  exceptions,  (i) 3% of the total
voting stock of any one investment company,  (ii) 5% of such Fund's total assets
with  respect to any one  investment  company and (iii) 10% of such Fund's total
assets.  Other investment  companies in which the Fund invest can be expected to
charge  fees  for   operating   expenses   such  as   investment   advisory  and
administration fees, that would be in addition to those charged by the Fund.

         Closed-End Investment Companies

         The  Fund  may  invest  in  the  securities  of  closed-end  investment
companies that invest primarily in foreign  securities.  Because of restrictions
on direct  investment by U.S.  entities in certain  countries,  other investment
companies  may provide the most  practical or only way for the Fund to invest in
certain  markets.  The Fund will invest in such companies when, in the Advisor's
judgment,  the potential  benefits of the investment  justify the payment of any
applicable premium or sales charge.  Other investment  companies incur their own
fees and expenses.

         Participation Interests

         The Fund may purchase  participation  interests in loans or instruments
in  which  the  Fund  may  invest  directly  that  are  owned  by banks or other
institutions. A participation interest gives the Fund an undivided proportionate
interest in a loan or  instrument.  Participation  interests  may carry a demand
feature  permitting the holder to tender the interests back to the bank or other
institution.  Participation interests, however, do not provide the Fund with any
right to enforce  compliance by the borrower,  nor any rights of set-off against
the  borrower  and the  Fund  may  not  directly  benefit  from  any  collateral
supporting the loan in which it purchased a participation interest. As a result,
the Fund will assume the credit risk of both the borrower and the lender that is
selling the participation interest.

         Privately Issued Securities

         The Fund may invest in privately  issued  securities,  including  those
which may be resold only in accordance  with Rule 144A under the  Securities Act
of 1933 ("Rule 144A Securities"). Rule 144A Securities are restricted securities
that are not  publicly  traded.  Accordingly,  the  liquidity  of the market for
specific  Rule 144A  Securities  may vary.  Delay or  difficulty in selling such
securities  may  result  in a loss to the  Fund.  Privately  issued or Rule 144A
securities  that are determined by the  investment  Advisor to be "illiquid" are
subject to the Fund' policy of not investing  more than 15% of its net assets in
illiquid securities.  The investment Advisor, under guidelines approved by Board
of Trustees of the Trust,  will evaluate the liquidity  characteristics  of each
Rule 144A Security proposed for purchase by the Fund on a case-by-case basis and
will consider the following factors, among others, in their evaluation:  (1) the
frequency  of trades and quotes  for the Rule 144A  Security;  (2) the number of
dealers  willing to  purchase or sell the Rule 144A  Security  and the number of
other potential purchasers; (3) dealer undertakings to make a market in the Rule
144A  Security;  and (4) the nature of the Rule 144A  Security and the nature of
the  marketplace  trades  (e.g.,  the time  needed to  dispose  of the Rule 144A
Security, the method of soliciting offers and the mechanics of transfer).

         Reverse Repurchase Agreements

         The Fund may enter into reverse  repurchase  agreements  (an  agreement
under which the Fund sells its  portfolio  securities  and agrees to  repurchase
them at an  agreed-upon  date and  price).  At the time the Fund  enters  into a
reverse  repurchase  agreement it will place in a segregated  custodial  account
liquid assets such as U.S. Government securities or other liquid high-grade debt
securities  having  a value  equal  to or  greater  than  the  repurchase  price
(including accrued interest) and will subsequently monitor the account to ensure
that such value is maintained.  Reverse  repurchase  agreements involve the risk
that the market value of the  securities  sold by the Fund may decline below the
price at which the Fund are  obligated to  repurchase  the  securities.  Reverse
repurchase agreements may be viewed as a form of borrowing.

         Small Company Securities

         Investments in small  capitalization  companies carry greater risk than
investments in larger capitalization companies. Smaller capitalization companies
generally experience higher growth rates and higher failure rates than do larger
capitalization  companies;  and the  trading  volume of  smaller  capitalization
companies'  securities  is  normally  lower  than that of larger  capitalization
companies and, consequently,  generally has a disproportionate  effect on market
price  (tending to make  prices rise more in response to buying  demand and fall
more in response to selling pressure).

         Securities  owned by the Fund that are  traded in the  over-the-counter
market or on a regional  securities  exchange  may not be traded every day or in
the volume typical of securities trading on a national securities exchange. As a
result,  disposition  by the Fund of a portfolio  security,  to meet  redemption
requests by other  investors  or  otherwise,  may require the Fund to sell these
securities  at a discount  from  market  prices,  to sell  during  periods  when
disposition is not desirable,  or to make many small sales over a lengthy period
of time.

         Investment in small,  unseasoned  issuers  generally carry greater risk
than is  customarily  associated  with larger,  more  seasoned  companies.  Such
issuers often have products and  management  personnel that have not been tested
by  time  or  the  marketplace  and  their  financial  resources  may  not be as
substantial as those of more established companies.  Their securities (which the
Fund may  purchase  when they are  offered to the public for the first time) may
have a limited  trading market that can adversely  affect their sale by the Fund
and can result in such securities being priced lower than otherwise might be the
case. If other institutional investors engaged in trading this type of security,
the Fund may be forced to dispose  of its  holdings  at prices  lower than might
otherwise be obtained.

         Unrated Investments

         The Fund may purchase instruments that are not rated if, in the opinion
of the Advisor,  such obligations are of investment  quality comparable to other
rated  investments  that are  permitted  to be  purchased  by such  Fund.  After
purchase  by the Fund,  a  security  may cease to be rated or its  rating may be
reduced below the minimum required for purchase by the Fund.  Neither event will
require a sale of such  security by the Fund. To the extent the ratings given by
Moodys or S&P may change as a result of changes in such  organizations  or their
rating systems, the Fund will attempt to use comparable ratings as standards for
investments  in  accordance  with  the  investment  policies  contained  in  its
Prospectus  and in this  SAI.  The  ratings  of  Moodys  and S&P are more  fully
described in the SAI Appendix.

         U.S. Government Obligations

         The Fund may invest in  obligations  issued or  guaranteed  by the U.S.
Government,  its agencies or instrumentalities ("U.S. Government  obligations").
Payment of principal  and  interest on U.S.  Government  obligations  (i) may be
backed by the full faith and credit of the United States (as with U.S.  Treasury
bills and GNMA  certificates)  or (ii) may be backed  solely by the  issuing  or
guaranteeing  agency or  instrumentality  itself  (as with FNMA  notes).  In the
latter case  investors must look  principally  to the agency or  instrumentality
issuing or guaranteeing the obligation for ultimate  repayment,  which agency or
instrumentality  may be privately owned. There can be no assurance that the U.S.
Government will provide financial  support to its agencies or  instrumentalities
where it is not obligated to do so. In addition, U.S. Government obligations are
subject to  fluctuations  in market value due to fluctuations in market interest
rates.  As a general  matter,  the  value of debt  instruments,  including  U.S.
Government  obligations,  declines when market interest rates increase and rises
when  market  interest  rates  decrease.   Certain  types  of  U.S.   Government
obligations are subject to fluctuations in yield or value due to their structure
or contract terms.

         Warrants

         The Fund may invest in warrants.  Warrants represent rights to purchase
securities at a specific  price valid for a specific  period of time. The prices
of  warrants  do not  necessarily  correlate  with the prices of the  underlying
securities.  A Fund may only  purchase  warrants on securities in which the Fund
may invest directly.

         Nationally Recognized Ratings Organizations

         The  ratings  of Moodys  Investors  Service,  Inc.,  Standard  & Poor's
Ratings Group,  Division of McGraw Hill,  Duff & Phelps Credit Rating Co., Fitch
Investors  Service,  Inc.  Thomson  Bank  Watch  and IBCA Inc.  represent  their
opinions as to the quality of debt securities. It should be emphasized, however,
that  ratings are  general  and not  absolute  standards  of  quality,  and debt
securities  with the same maturity,  interest rate and rating may have different
yields  while  debt  securities  of the same  maturity  and  interest  rate with
different  ratings may have the same yield.  Subsequent to purchase by the Fund,
an issue of debt  securities  may cease to be rated or its rating may be reduced
below the minimum  rating  required for  purchase by the Fund.  The Advisor will
consider such an event in determining  whether the Fund involved should continue
to hold the obligation.

                                                       MANAGEMENT

         The  following   information   supplements,   and  should  be  read  in
conjunction  with,  the section in the  Prospectus  entitled  "Organization  and
Management of the Fund." The principal occupations during the past five years of
the Trustees and principal  executive  Officer[s] of the Trust are listed below.
Trustees deemed to be "interested persons" of the Trust for purposes of the 1940
Act are indicated by an asterisk.



<PAGE>






                                                                  Principal Occupations
Name, Age and Address                         Position            During Past 5 Years
- ---------------------                         --------            -------------------

*Robert C. Brown,  65 Trustee  Director,  Federal Farm Credit Banks Funding 5038
Kestral Parkway South Corporation and Farm Credit System Financial Sarasota,  FL
34231 Assistance Corporation since February 1993.

Donald H. Burkhardt, 70                       Trustee             Principal of the Burkhardt Law Firm.
777 South Steele Street
Denver, CO 80209

Jack S. Euphrat, 77                           Trustee             Private Investor.
415 Walsh Road
Atherton, CA  94027

Thomas S. Goho, 56                            Trustee             Business Associate Professor, Wake Forest
321 Beechcliff Court                                              University, Calloway School of Business and
Winston-Salem, NC  27104                                          Accountancy since 1994; previously Associate
                                                                  Professor of Finance.

Peter G. Gordon, 56                           Trustee             Chairman and Co-Founder of Crystal Geyser Water
Crystal Geyser Water Co.                                          Company and President of Crystal Geyser Roxane
55 Francisco Street, Suite 410                                    Water Company since 1977.
San Francisco, CA  94133

*W. Rodney Hughes, 72                         Trustee             Private Investor.
31 Dellwood Court
San Rafael, CA  94901

*Richard M. Leach, 63                         Trustee             President of Richard M. Leach Associates (a
P.O. Box 1888                                                     financial consulting firm) since 1992.
New London, NH 03257

*J. Tucker Morse, 54                          Trustee             Private Investor/Real Estate Developer; Chairman
10 Legare Street                                                  of Vault Holdings, LLC.
Charleston, SC  29401

Timothy J. Penny, 45                          Trustee             Senior Counselor to the public relations firm of
500 North State Street                                            Himle-Horner since January 1995 and Senior Fellow
Waseca, MN 56093                                                  at the Humphrey Institute, Minneapolis, Minnesota
                                                                  (a public policy organization) since January 1995.

Donald C. Willeke                            Trustee              Principal on the law firm of Willeke & Daniels
201 Ridgewood Avenue
Minneapolis, MN 55403

Michael J. Hogan                             President            Executive Vice President, Wells Fargo Bank, N.A.

Karla C. Rabusch                             Treasurer            Vice President, Wells Fargo Bank, N.A.

C. David Messman                             Secretary            Vice President, Wells Fargo Bank, N.A.


         Each of the  Trustees and  Officers  listed above act in the  identical
capacities   for  Wells  Fargo   Variable  Trust  and  Wells  Fargo  Core  Trust
(collectively  the "Fund  Complex").  Each Trustee  receives an annual  retainer
(payable  quarterly)  of  $40,000  from the Fund  Complex,  and also  receives a
combined fee of $1,000 for  attendance  at Fund Complex  Board  meetings,  and a
combined  fee of $250 for  attendance  at  committee  meetings.  If a  committee
meeting is held absent a full Board meeting, each attending Trustee will receive
a $1,000  combined  fee.  These fees apply  equally for  in-person or telephonic
meetings,  and Trustees are reimbursed for all out-of-pocket expenses related to
attending meetings.  For 1999, the Trustees will receive a pro rata share of the
annual  retainer,  calculated from the closing date of the  Reorganization.  The
Trustees do not receive any retirement  benefits or deferred  compensation  from
the Trust or an other member of the Fund Complex.

         As of the date of this SAI,  Trustees and  officers of the Trust,  as a
group, beneficially owned less than 1% of the outstanding shares of the Trust.

         Investment  Advisor.  Subject to the general  supervision of the Board,
Wells  Fargo  Bank  provides  investment  advisory  services  to  the  Fund.  As
investment  advisor,  Wells Fargo Bank furnishes  investment guidance and policy
direction in connection with the daily portfolio  management of the Fund.  Wells
Fargo Bank  furnishes to the Trust's Board of Trustees  periodic  reports on the
investment strategies and performance of The Fund.

         As  compensation  for its advisory  services for the Fund,  Wells Fargo
Bank is  entitled  to receive a monthly  fee at the annual  rate of 0.75% of the
Fund's average daily net assets.

         Investment   Sub-Advisor.   Wells  Fargo  has  engaged  Golden  Capital
Management  ("Golden"),  a  division  of  Smith  Asset  Management,  to serve as
investment  sub-advisor to the Nasdaq 100 Tilt Fund. Subject to the direction of
the Trust's Board of Trustees and the overall  supervision  and control of Wells
Fargo Bank and the Trust, Golden makes recommendations  regarding the investment
and  reinvestment of the Fund's assets.  Golden is responsible for  implementing
and monitoring the  performance of the  proprietary  investment  models employed
with respect to the Fund.  Golden furnishes to Wells Fargo Bank periodic reports
on the investment  activity and  performance of the Fund.  Golden also furnishes
such additional  reports and information as Wells Fargo and the Trust's Board of
Trustees and officers may reasonably request.

         As compensation  for its sub-advisory  services,  Golden is entitled to
receive a monthly fee equal to an annual rate of 0.25% of the first $250 million
of the Fund's  average daily net assets on an annual basis 0.23% of assets above
$250 million to $500 million, and 0.20% of assets over $500 million.  These fees
may be paid by Wells Fargo Bank or directly by the Fund. If the sub-advisory fee
is paid  directly  by the Fund,  the  compensation  paid to Wells Fargo Bank for
advisory fees will be reduced accordingly.

         Administrator. The Trust has retained Wells Fargo Bank as Administrator
on behalf of the Fund. Under the  Administration  Agreement  between Wells Fargo
Bank and the Trust,  Wells Fargo Bank shall provide as administration  services,
among other things: (i) general  supervision of the Fund' operations,  including
coordination  of the  services  performed  by  The  Fund's  investment  advisor,
transfer agent, custodian,  shareholder servicing agent(s), independent auditors
and  legal  counsel,   regulatory  compliance,   including  the  compilation  of
information  for  documents  such as reports to, and filings  with,  the SEC and
state   securities   commissions;   and  preparation  of  proxy  statements  and
shareholder reports for the Fund; and (ii) general  supervision  relative to the
compilation of data required for the preparation of periodic reports distributed
to the Trust's  officers and Board of Trustees.  Wells Fargo Bank also furnishes
office space and certain  facilities  required for conducting the Fund' business
together with ordinary clerical and bookkeeping  services.  The Administrator is
entitled to receive a fee of up to 0.15% of the Fund's  average daily net assets
on an annual basis.


         Distributor.  Stephens Inc. ("Stephens," the "Distributor"), located at
 111 Center Street, Little Rock, Arkansas  72201, serves as Distributor for the
Fund.

         Shareholder Servicing Agent. The Fund has approved a Servicing Plan and
has  entered  into  related  Shareholder  Servicing  Agreements  with  financial
institutions,  including  Wells Fargo Bank.  Under the  agreements,  Shareholder
Servicing Agents  (including  Wells Fargo Bank) agree to perform,  as agents for
their customers,  administrative  services,  with respect to Fund shares,  which
include aggregating and transmitting shareholder orders for purchases, exchanges
and redemptions;  maintaining  shareholder  accounts and records;  and providing
such  other  related  services  as the  Trust or a  shareholder  may  reasonably
request. For providing  shareholder services, a Servicing Agent is entitled to a
fee from the Fund of 0.25% on an  annualized  basis,  of the  average  daily net
assets of the class of shares owned of record or  beneficially  by the customers
of the Servicing  Agent during the period for which  payment is being made.  The
amounts  payable under the  Shareholder  Servicing Plan and Agreements are shown
below.  The Servicing Plan and related  Shareholder  Servicing  Agreements  were
approved by the Trust's Board of Trustees and provide that the Fund shall not be
obligated to make any payments under such Plan or related Agreements that exceed
the maximum amounts payable under the Conduct Rules of the NASD.

         General.  The Servicing  Plan will continue in effect from year to year
if such continuance is approved by a majority vote of the Trustees of the Trust,
and the Non-Interested  Trustees. Any form of Servicing Agreement related to the
Servicing  Plan  also must be  approved  by such  vote of the  Trustees  and the
Non-Interested  Trustees.  Servicing  Agreements  may be terminated at any time,
without  payment  of any  penalty,  by a vote  of a  majority  of the  Board  of
Trustees,  including  a majority  of the  Non-Interested  Trustees.  No material
amendment to the  Servicing  Plan or related  Servicing  Agreements  may be made
except by a majority of both the  Trustees  of the Trust and the  Non-Interested
Trustees.

         The Servicing Plan requires that the  Administrator  of the Trust shall
provide to the Trustees,  and the Trustees shall review,  at least quarterly,  a
written  report  of the  amounts  expended  (and  purposes  therefor)  under the
Servicing Plan.

         Custodian.  Wells Fargo Bank Minnesota,  N.A.  ("Wells Fargo Bank MN"),
located at Norwest Center, 6th and Marquette, Minneapolis, Minnesota 55479, acts
as  custodian  for the Fund.  The  custodian,  among other  things,  maintains a
custody  account or accounts in the name of the Fund,  receives and delivers all
assets  for the Fund upon  purchase  and upon  sale or  maturity,  collects  and
receives  all  income and other  payments  and  distributions  on account of the
assets  of The Fund and pays all  expenses  of the  Fund.  For its  services  as
custodian, Wells Fargo Bank MN is entitled to receive 0.02% of the average daily
net assets of the Fund except the Gateway Funds.

         Fund Accountant.  Forum Accounting Services,  LLC ("Forum Accounting"),
located at Two Portland Square, Portland, Maine 04101, serves as Fund Accountant
for the Fund. For its services as Fund Accountant,  Forum Accounting is entitled
to  receive a  monthly  base fee of $5,000  and a fee  equal to  0.0025%  of the
average annual daily net assets of the Fund and certain out of pocket expenses.

         Transfer and Dividend Disbursing Agent. Boston Financial Data Services,
Inc. ("BFDS"), located at Two Heritage Drive, Quincy,  Massachusetts 02171, acts
as Transfer and  Dividend  Disbursing  Agent for the Fund.  For  providing  such
services,  BFDS is entitled to receive a per-account fee plus  transaction  fees
and certain out-of-pocket costs. BFDS is also entitled to receive a complex base
fee from all the Fund of the  Trust,  Wells  Fargo  Core  Trust and Wells  Fargo
Variable Trust.

         Underwriting Commissions.  Stephens serves as the principal underwriter distributing securities of the Fund on a continuous
         ------------------------
basis.

                                                PERFORMANCE CALCULATIONS

         The Fund may  advertise  certain  yield and total  return  information.
Quotations  of  yield  and  total  return  reflect  only  the  performance  of a
hypothetical  investment  in the Fund or class of shares  during the  particular
time period  shown.  Yield and total  return vary based on changes in the market
conditions  and the level of the Fund's  expenses,  and no reported  performance
figure should be considered an indication of  performance  which may be expected
in the future.

         In  connection  with   communicating  its  performance  to  current  or
prospective shareholders,  these figures may also be compared to the performance
of other  mutual  funds  tracked by mutual fund rating  services or to unmanaged
indices which may assume  reinvestment of dividends but generally do not reflect
deductions for administrative and management costs.

         Performance information for the Fund or Class of shares in the Fund may
be useful in reviewing the  performance  of such Fund or Class of shares and for
providing a basis for comparison with investment  alternatives.  The performance
of the Fund and the performance of a Class of shares in the Fund,  however,  may
not be comparable to the  performance  from investment  alternatives  because of
differences  in the foregoing  variables and  differences in the methods used to
value portfolio securities, compute expenses and calculate performance.

         Performance information may be advertised for non-standardized periods,
including  year-to-date and other periods less than a year for the Fund.  Annual
and  Semi-Annual  Reports  for  the  Fund  may  contain  additional  performance
information, and are available free of charge upon request.

         Average  Annual Total  Return:  The Fund may  advertise  certain  total
return information.  As and to the extent required by the SEC, an average annual
compound rate of return ("T") is computed by using the  redeemable  value at the
end of a specified  period ("ERV") of a hypothetical  initial  investment  ("P")
over a period of years ("n") according to the following formula: P(1+T)n=ERV.

         Cumulative  Total  Return:   In  addition  to  the  above   performance
information,  the Fund may also  advertise  the  cumulative  total return of the
Fund. Cumulative total return is based on the overall percentage change in value
of a  hypothetical  investment  in the Fund,  assuming  all Fund  dividends  and
capital gain distributions are reinvested,  without reflecting the effect of any
sales charge that would be paid by an investor, and is not annualized.

         From time to time and only to the extent the  comparison is appropriate
for the Fund or a Class of  shares,  the  Trust may  quote  the  performance  or
price-earning  ratio  of the Fund or Class in  advertising  and  other  types of
literature as compared to the  performance of the Nasdaq 100 Index,  the S&P 500
Index, the Dow Jones Industrial Average, the Lehman Brothers 20+ Treasury Index,
the Lehman  Brothers 5-7 Year Treasury  Index,  Donoghue's  Money Fund Averages,
Real Estate Investment Averages (as reported by the National Association of Real
Estate  Investment  Trusts),  Gold Investment  Averages  (provided by World Gold
Council),  Bank Averages (which are calculated from figures supplied by the U.S.
League of Savings  Institutions  based on effective  annual rates of interest on
both passbook and  certificate  accounts),  average  annualized  certificate  of
deposit rates (from the Federal  Reserve G-13  Statistical  Releases or the Bank
Rate Monitor), the Salomon One Year Treasury Benchmark Index, the Consumer Price
Index (as published by the U.S.  Bureau of Labor  Statistics),  other managed or
unmanaged indices or performance data of bonds, municipal securities,  stocks or
government securities  (including data provided by Ibbotson  Associates),  or by
other services,  companies,  publications or persons who monitor mutual funds on
overall  performance or other criteria.  The Nasdaq 100 Index, S&P 500 Index and
the Dow Jones Industrial  Average are unmanaged indices of selected common stock
prices.  The  performance of the Fund or a Class also may be compared to that of
other mutual funds having similar objectives. This comparative performance could
be expressed as a ranking  prepared by Lipper  Analytical  Services,  Inc.,  CDA
Investment Technologies, Inc., Bloomberg Financial Markets or Morningstar, Inc.,
independent  services which monitor the  performance of mutual funds.  The Fund'
performance  will be  calculated  by  relating  net asset value per share at the
beginning of a stated period to the net asset value of the investment,  assuming
reinvestment  of all gains  distributions  and dividends paid, at the end of the
period.  The Fund'  comparative  performance  will be based on a  comparison  of
yields or total return, as reported by Lipper, Survey Publications,  Donoghue or
Morningstar, Inc.

         Any such  comparisons  may be useful to  investors  who wish to compare
past  performance  of the Fund or a Class with that of  competitors.  Of course,
past  performance  cannot be a guarantee of future  results.  The Trust also may
include,  from time to time, a reference to certain marketing  approaches of the
Distributor,  including,  for example,  a reference  to a potential  shareholder
being contacted by a selected  broker or dealer.  General mutual fund statistics
provided by the Investment Company Institute may also be used.

         The Trust also may use the following  information in advertisements and
other types of literature, only to the extent the information is appropriate for
the Fund:  (i) the  Consumer  Price Index may be used to assess the real rate of
return  from an  investment  in the  Fund;  (ii)  other  government  statistics,
including,  but not limited to, The Survey of Current  Business,  may be used to
illustrate investment attributes of the Fund or the general economic,  business,
investment,  or  financial  environment  in which the Fund  operates;  (iii) the
effect of tax-deferred  compounding on the investment returns of the Fund, or on
returns in general,  may be  illustrated  by graphs,  charts,  etc.,  where such
graphs or charts would  compare,  at various  points in time, the return from an
investment in the Fund (or returns in general) on a tax-deferred basis (assuming
reinvestment  of capital gains and dividends and assuming one or more tax rates)
with the return on a taxable basis;  and (iv) the sectors or industries in which
the Fund invests may be compared to relevant indices of stocks or surveys (e.g.,
S&P Industry Surveys) to evaluate the Fund's  historical  performance or current
or potential value with respect to the particular industry or sector.

         In addition,  the Trust also may use, in advertisements and other types
of  literature,  information  and  statements:  (1)  showing  that bank  savings
accounts  offer a guaranteed  return of principal  and a fixed rate of interest,
but no opportunity for capital growth;  and (2) describing Wells Fargo Bank, and
its  affiliates and  predecessors,  as one of the first  investment  managers to
advise  investment  accounts using asset  allocation and index  strategies.  The
Trust also may include in advertising and other types of literature  information
and  other  data  from  reports  and  studies  prepared  by the Tax  Foundation,
including  information  regarding  federal  and state tax levels and the related
"Tax Freedom Day."

         From  time to  time,  the  Fund may use the  following  statements,  or
variations  thereof, in advertisements and other promotional  materials:  "Wells
Fargo Bank,  as a  Shareholder  Servicing  Agent for the Wells Fargo Funds Trust
Funds,  provides various services to its customers that are also shareholders of
the Fund.  These  services may include  access to Wells Fargo Funds Trust Funds'
account  information  through Automated Teller Machines (ATMs), the placement of
purchase  and  redemption  requests  for shares of the Fund through ATMs and the
availability  of  combined  Wells  Fargo  Bank  and  Stagecoach   Funds  account
statements."

         The  Trust  also  may  disclose,  in  advertising  and  other  types of
literature,  information and statements that Wells Capital Management  (formerly
"Wells Fargo Investment Management"),  a division of Wells Fargo Bank, is listed
in the top 100 by  Institutional  Investor  magazine  in its  July  1997  survey
"America's Top 300 Money  Managers." This survey ranks money managers in several
asset categories.  The Trust may also disclose in advertising and other types of
sales  literature  the assets and  categories of assets under  management by the
Trust's investment advisor. The Trust may also disclose in advertising and other
types of sales  literature the assets and categories of assets under  management
by a fund's investment advisor or sub-advisor and the total amount of assets and
mutual fund assets managed by Wells Fargo Bank. As of June 30, 1999, Wells Fargo
Bank and its affiliates managed over $131 billion in assets.

         The Trust also may discuss in advertising and other types of literature
the features,  terms and  conditions of Wells Fargo Bank accounts  through which
investments  in the  Fund  may be made  via a  "sweep"  arrangement,  including,
without  limitation,  the Managed Sweep Account,  Money Market Checking Account,
California  Tax-Free Money Market Checking Account,  Money Market Access Account
and California  Tax-Free Money Market Access Account  (collectively,  the "Sweep
Accounts").  Such  advertisements  and other  literature  may  include,  without
limitation,  discussions  of such terms and  conditions  as the minimum  deposit
required to open a Sweep Account, a description of the yield earned on shares of
the Fund through a Sweep Account,  a description of any monthly or other service
charge on a Sweep Account and any minimum required balance to waive such service
charges,  any  overdraft  protection  plan  offered in  connection  with a Sweep
Account, a description of any ATM or check privileges offered in connection with
a Sweep  Account and any other terms,  conditions,  features or plans offered in
connection with a Sweep Account.  Such  advertising or other literature may also
include a discussion of the advantages of  establishing  and maintaining a Sweep
Account,  and may include  statements  from customers as to the reasons why such
customers have established and maintained a Sweep Account.

         The Trust may  disclose in  advertising  and other types of  literature
that investors can open and maintain Sweep Accounts over the Internet or through
other  electronic   channels   (collectively,   "Electronic   Channels").   Such
advertising and other literature may discuss the investment options available to
investors,  including  the  types of  accounts  and any  applicable  fees.  Such
advertising and other literature may disclose that Wells Fargo Bank is the first
major bank to offer an on-line application for a mutual fund account that can be
filled  out  completely  through  Electronic  Channels.  Advertising  and  other
literature  may disclose that Wells Fargo Bank may maintain Web sites,  pages or
other information sites accessible through Electronic  Channels (an "Information
Site") and may describe the  contents and features of the  Information  Site and
instruct  investors  on how to  access  the  Information  Site  and open a Sweep
Account.  Advertising  and other  literature  may also  disclose the  procedures
employed  by Wells  Fargo  Bank to secure  information  provided  by  investors,
including  disclosure  and  discussion  of the tools and services for  accessing
Electronic   Channels.   Such   advertising  or  other  literature  may  include
discussions of the advantages of  establishing  and  maintaining a Sweep Account
through Electronic  Channels and testimonials from Wells Fargo Bank customers or
employees  and  may  also  include   descriptions  of  locations  where  product
demonstrations may occur. The Trust may also disclose the ranking of Wells Fargo
Bank as one of the largest money managers in the United States.


         The Trust also may disclose in sales literature the  distribution  rate
on the shares of the Fund.  Distribution  rate, which may be annualized,  is the
amount  determined  by dividing  the dollar  amount per share of the most recent
dividend by the most recent NAV or maximum offering price per share as of a date
specified in the sales literature.  Distribution rate will be accompanied by the
standard 30-day yield as required by the SEC.

                        DETERMINATION OF NET ASSET VALUE

         Net asset value per share of the Fund is  determined as of the close of
regular trading  (currently 1:00 p.m.  (Pacific time), 3:00 p.m. (Central time),
4:00 p.m.  (Eastern  time)) on each day the New York Stock Exchange  ("NYSE") is
open for business. Expenses and fees, including Advisory fees, are accrued daily
and are taken into account for the purpose of determining the net asset value of
the Fund's shares.

         Securities  of the Fund for which market  quotations  are available are
valued at latest  prices.  Any  security  for  which  the  primary  market is an
exchange  is  valued  at the  last  sale  price on such  exchange  on the day of
valuation  or, if there was no sale on such day,  the latest bid price quoted on
such day. If the values reported on a foreign  exchange are materially  affected
by events  occurring  after the close of the  foreign  exchange,  assets  may be
valued by a method that the Board of Trustees believes  accurately reflects fair
value. In the case of other securities, including U.S. Government securities but
excluding money market  instruments  maturing in 60 days or less, the valuations
are based on  latest  quoted  bid  prices.  Money  market  instruments  and debt
securities  maturing in 60 days or less are valued at amortized cost. The assets
of the Fund, other than money market instruments or debt securities  maturing in
60 days or less, are valued at latest quoted bid prices.  Futures contracts will
be marked to market daily at their respective  settlement  prices  determined by
the  relevant  exchange.  Prices may be  furnished  by a  reputable  independent
pricing service approved by the Trust's Board of Trustees. Prices provided by an
independent  pricing  service may be determined  without  exclusive  reliance on
quoted   prices  and  may  take  into  account   appropriate   factors  such  as
institutional-size  trading in similar  groups of  securities,  yield,  quality,
coupon rate, maturity,  type of issue, trading  characteristics and other market
data. All other securities and other assets of the Fund for which current market
quotations  are not readily  available are valued at fair value as determined in
good faith by the Trust's  Board of Trustees and in accordance  with  procedures
adopted by the Trustees.


         Foreign  portfolio  securities  are  generally  valued  on the basis of
quotations from the primary market in which they are traded. However, if, in the
judgment  of the Board of  Trustees,  a  security's  value  has been  materially
affected by events  occurring  after the close of the  exchange or the market on
which the security is  principally  traded (for example,  a foreign  exchange or
market),  that  security  may be  valued  by  another  method  that the Board of
Trustees  believes  accurately  reflects fair value. A security's  valuation may
differ depending on the method used to determine its value.


                 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

         Shares may be purchased on any day the Fund is open for  business.  The
Fund is open for  business  each day the NYSE is open for  trading (a  "Business
Day").  Currently,  the NYSE is closed on New Year's Day, Martin Luther King Jr.
Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,
Thanksgiving Day and Christmas Day (each a "Holiday"). When any Holiday falls on
a weekend,  the NYSE  typically is closed on the weekday  immediately  before or
after such Holiday.

         Payment for shares may, in the  discretion  of the Advisor,  be made in
the form of  securities  that are  permissible  investments  for the  Fund.  For
further  information  about this form of payment  please  contact  Stephens.  In
connection  with an in-kind  securities  payment,  the Fund will require,  among
other things, that the securities be valued on the day of purchase in accordance
with  the  pricing  methods  used  by  the  Fund  and  that  the  Fund  receives
satisfactory  assurances that (i) it will have good and marketable  title to the
securities  received  by it;  (ii) that the  securities  are in proper  form for
transfer to the Fund; and (iii) adequate information will be provided concerning
the basis and other matters relating to the securities.

         Under the 1940 Act, the Fund  reserves the right to reject any purchase
orders,  and may suspend the right of redemption or postpone the date of payment
upon  redemption  for any period  during  which the NYSE is closed  (other  than
customary weekend and holiday  closings,  or during which trading is restricted,
or during which as  determined  by the SEC by rule or  regulation)  an emergency
exists as a result of which disposal or valuation of portfolio securities is not
reasonably practicable, or for such periods as the SEC may permit. The Trust may
suspend  redemption rights or postpone  redemption  payments for such periods as
are permitted under the 1940 Act. The Trust may also redeem shares involuntarily
or make payment for  redemption in  securities  or other  property if it appears
appropriate  to do so in light of the  Trust's  responsibilities  under the 1940
Act. In addition,  the Trust may redeem  shares  involuntarily  to reimburse the
Fund for any losses sustained by reason of the failure of a shareholders to make
full  payment  for shares  purchased  or to collect  any  charge  relating  to a
transaction  effected for the benefit of a  shareholder  which is  applicable to
shares of the Fund as provided from time to time in the Prospectus.





                             PORTFOLIO TRANSACTIONS

         The Trust has no obligation to deal with any dealer or group of dealers
in the execution of  transactions in portfolio  securities.  Subject to policies
established  by the Trust's Board of Trustees,  Wells Fargo Bank is  responsible
for the Fund's portfolio decisions and the placing of portfolio transactions. In
placing orders,  it is the policy of the Trust to obtain the best results taking
into account the dealer's general execution and operational facilities, the type
of  transaction  involved  and  other  factors  such  as the  dealer's  risk  in
positioning  the securities  involved.  While Wells Fargo Bank  generally  seeks
reasonably competitive spreads or commissions,  the Fund will not necessarily be
paying the lowest spread or commission available.

         Purchases and sales of equity  securities on a securities  exchange are
effected through brokers who charge a negotiated  commission for their services.
Orders may be directed to any broker including,  to the extent and in the manner
permitted by  applicable  law,  Stephens or Wells Fargo  Securities  Inc. In the
over-the-counter  market,  securities are generally traded on a "net" basis with
dealers acting as principal for their own accounts without a stated  commission,
although the price of the security usually  includes a profit to the dealer.  In
underwritten offerings,  securities are purchased at a fixed price that includes
an amount of  compensation  to the  underwriter,  generally  referred  to as the
underwriter's concession or discount.

         In placing  orders for portfolio  securities  of the Fund,  Wells Fargo
Bank is required to give primary  consideration  to obtaining the most favorable
price and  efficient  execution.  This means that Wells  Fargo Bank will seek to
execute each  transaction  at a price and  commission,  if any, that provide the
most   favorable   total  cost  or  proceeds   reasonably   attainable   in  the
circumstances.  Commission rates are established  pursuant to negotiations  with
the broker based on the quality and quantity of execution  services  provided by
the broker in the light of generally  prevailing rates. The allocation of orders
among brokers and the  commission  rates paid are reviewed  periodically  by the
Board of Trustees.

         Wells  Fargo Bank,  as the  Investment  Advisor  for the Fund,  may, in
circumstances in which two or more dealers are in a position to offer comparable
results for a Fund portfolio  transaction,  give preference to a dealer that has
provided  statistical  or other  research  services  to  Wells  Fargo  Bank.  By
allocating  transactions in this manner,  Wells Fargo Bank is able to supplement
its research and analysis with the views and  information  of securities  firms.
Information so received will be in addition to, and not in lieu of, the services
required to be performed by Wells Fargo Bank under the Advisory  Contracts,  and
the expenses of Wells Fargo Bank will not  necessarily be reduced as a result of
the receipt of this supplemental  research  information.  Furthermore,  research
services  furnished by dealers through which Wells Fargo Bank places  securities
transactions for the Fund may be used by Wells Fargo Bank in servicing its other
accounts,  and not all of  these  services  may be used by Wells  Fargo  Bank in
connection with advising the Fund.

         Portfolio  Turnover.  The  portfolio  turnover  rate is not a  limiting
factor when Wells Fargo Bank deems portfolio changes appropriate. Changes may be
made in the portfolios consistent with the investment objectives and policies of
the Fund whenever  such changes are believed to be in the best  interests of the
Fund and their  shareholders.  The  portfolio  turnover  rate is  calculated  by
dividing the lesser of purchases or sales of portfolio securities by the average
monthly  value  of  the  Fund's  portfolio  securities.  For  purposes  of  this
calculation,  portfolio securities exclude all securities having a maturity when
purchased  of one year or  less.  Portfolio  turnover  generally  involves  some
expenses to the Fund,  including  brokerage  commissions or dealer  mark-ups and
other  transaction costs on the sale of securities and the reinvestment in other
securities.  Portfolio  turnover also can generate  short-term  capital gain tax
consequences.  Portfolio turnover rate is not a limiting factor when Wells Fargo
Bank deems portfolio changes appropriate.


                                                          FUND EXPENSES

         From time to time,  Wells Fargo Bank and  Stephens  may waive fees from
the Fund in  whole  or in  part.  Any such  waiver  will  reduce  expenses  and,
accordingly, have a favorable impact on the Fund's performance.

         Except for the  expenses  borne by Wells Fargo Bank and  Stephens,  the
Trust  bears all costs of its  operations,  including  the  compensation  of its
Trustees  who are not  affiliated  with  Stephens  or Wells Fargo Bank or any of
their  affiliates;  Advisory,  shareholder  servicing and  administration  fees;
payments pursuant to any Plan; interest charges; taxes; fees and expenses of its
independent  auditors,  legal counsel,  transfer  agent and dividend  disbursing
agent;  expenses  of  redeeming  shares;  expenses  of  preparing  and  printing
prospectuses  (except the expense of printing and mailing  prospectuses used for
promotional   purposes,   unless   otherwise   payable   pursuant  to  a  Plan),
shareholders'  reports,  notices,  proxy  statements  and reports to  regulatory
agencies;   insurance  premiums  and  certain  expenses  relating  to  insurance
coverage;  trade  association  membership  dues;  brokerage  and other  expenses
connected with the execution of portfolio transactions; fees and expenses of its
custodian,  including  those for keeping books and accounts and  calculating the
NAV per share of the Fund; expenses of shareholders' meetings; expenses relating
to the issuance,  registration and  qualification of the Fund's shares;  pricing
services, and any extraordinary expenses.  Expenses attributable to the Fund are
charged against Fund assets.  General  expenses of the Trust are allocated among
all of the funds of the Trust,  including the Fund, in a manner proportionate to
the net assets of the Funds, on a transactional basis, or on such other basis as
the Trust's Board of Trustees deems equitable.


                              FEDERAL INCOME TAXES

         The following information supplements and should be read in conjunction
with  the  Prospectus  section  entitled  "Taxes."  The  Prospectus  of The Fund
generally describes the tax treatment of distributions by the Fund. This section
of the SAI includes additional information concerning federal income taxes.

         General.  The  Trust  intends  to  continue  to  qualify  The Fund as a
regulated  investment company under Subchapter M of the Internal Revenue Code of
1986,  as amended (the  "Code"),  as long as such  qualification  is in the best
interests  of the  Fund's  shareholders.  The Fund will be treated as a separate
entity for  federal  income  tax  purposes.  Thus,  the  provisions  of the Code
applicable  to  regulated   investment   companies  generally  will  be  applied
separately  to The  Fund,  rather  than to the  Trust as a whole.  In  addition,
capital gains, net investment  income, and operating expenses will be determined
separately for The Fund. As a regulated investment company, The Fund will not be
taxed  on  its  net  investment  income  and  capital  gain  distributed  to its
shareholders.

         Qualification  as  a  regulated   investment  company  under  the  Code
requires,  among other  things,  that The Fund derive at least 90% of its annual
gross  income  from  dividends,  interest,  certain  payments  with  respect  to
securities  loans,  gains  from  the  sale or  other  disposition  of  stock  or
securities or foreign currencies (to the extent such currency gains are directly
related to the regulated investment company's principal business of investing in
stock or securities) and other income (including, but not limited to, gains from
options,  futures or forward  contracts) derived with respect to its business of
investing  in such  stock,  securities  or  currencies;  and (b)  diversify  its
holdings so that, at the end of each quarter of the taxable  year,  (i) at least
50% of the market value of the Fund's assets is represented by cash,  government
securities  and other  securities  limited  in  respect  of any one issuer to an
amount  not  greater  than 5% of the Fund's  assets  and 10% of the  outstanding
voting securities of such issuer, and (ii) not more than 25% of the value of its
assets  is  invested  in the  securities  of any one  issuer  (other  than  U.S.
Government   obligations  and  the  securities  of  other  regulated  investment
companies),  or in two or more  issuers  which the Fund  controls  and which are
determined to be engaged in the same or similar trades or businesses.

         The Fund  must  also  distribute  or be  deemed  to  distribute  to its
shareholders  at least 90% of its net  investment  income  (including,  for this
purpose,  net short-term  capital gain) earned in each taxable year. In general,
these  distributions  must actually or be deemed to be made in the taxable year.
However,  in certain  circumstances,  such  distributions  may be made in the 12
months  following  the  taxable  year.  Furthermore,  distributions  declared in
October,  November or December of one taxable year and paid by January 31 of the
following  taxable  year will be  treated  as paid by  December  31 of the first
taxable  year.  The  Fund  intends  to pay  out  substantially  all  of its  net
investment income and net realized capital gains (if any) for each year.

         Excise Tax. A 4%  nondeductible  excise tax will be imposed on the Fund
(other than to the extent of its  tax-exempt  interest  income) to the extent it
does not  meet  certain  minimum  distribution  requirements  by the end of each
calendar  year.  The  Fund  intends  to  actually  or be  deemed  to  distribute
substantially  all of its net investment income and net capital gains by the end
of each calendar year and, thus, expects not to be subject to the excise tax.

   Taxation of Fund Investments.  Except as provided herein, gains and losses on
   the sale of portfolio  securities by the Fund will generally be capital gains
   and losses.  Such gains and losses will ordinarily be long-term capital gains
   and  losses  if the  securities  have been held by the Fund for more than one
   year at the time of disposition of the securities.

   Gains  recognized  on  the  disposition  of  a  debt  obligation   (including
   tax-exempt obligations) purchased by the Fund at a market discount (generally
   at a price less than its principal amount) will be treated as ordinary income
   to the extent of the portion of market  discount which  accrued,  but was not
   previously recognized pursuant to an available election,  during the term the
   Fund held the debt obligation.

   If an option  granted by the Fund lapses or is  terminated  through a closing
   transaction,  such as a repurchase by the Fund of the option from its holder,
   the Fund will realize a short-term capital gain or loss, depending on whether
   the premium income is greater or less than the amount paid by the Fund in the
   closing  transaction.  Some realized  capital  losses may be deferred if they
   result from a position  which is part of a "straddle,"  discussed  below.  If
   securities  are sold by the Fund  pursuant  to the  exercise of a call option
   written by it, the Fund will add the  premium  received  to the sale price of
   the  securities  delivered in  determining  the amount of gain or loss on the
   sale. If  securities  are purchased by the Fund pursuant to the exercise of a
   put option  written by it, such Fund will subtract the premium  received from
   its cost basis in the securities purchased.

   The  amount  of any  gain or loss  realized  by the  Fund  on  closing  out a
   regulated  futures  contract will generally result in a realized capital gain
   or loss for federal income tax purposes.  Regulated futures contracts held at
   the end of each  fiscal  year will be  required  to be "marked to market" for
   federal  income tax purposes  pursuant to Section  1256 of the Code.  In this
   regard,  they will be deemed to have been sold at market value. Sixty percent
   (60%) of any net gain or loss  recognized  on these deemed  sales,  and sixty
   percent (60%) of any net realized  gain or loss from any actual  sales,  will
   generally be treated as long-term  capital  gain or loss,  and the  remainder
   will be treated as short-term capital gain or loss. Transactions that qualify
   as  designated  hedges are excepted  from the  "mark-to-market"  rule and the
   "60%/40%" rule.

   Under Section 988 of the Code, the Fund  generally  will  recognize  ordinary
   income or loss to the extent that gain or loss realized on the disposition of
   portfolio  securities is attributable to changes in foreign currency exchange
   rates.  In addition,  gain or loss realized on the  disposition  of a foreign
   currency forward  contract,  futures  contract,  option or similar  financial
   instrument,  or of foreign  currency  itself,  will  generally  be treated as
   ordinary  income or loss.  The Fund  will  attempt  to  monitor  Section  988
   transactions, where applicable, to avoid adverse Federal income tax impact.

   Offsetting  positions held by the Fund involving certain  financial  forward,
   futures  or  options  contracts  may be  considered,  for  tax  purposes,  to
   constitute  "straddles."  "Straddles"  are  defined  to  include  "offsetting
   positions"  in  actively  traded  personal  property.  The tax  treatment  of
   "straddles"  is  governed  by  Section  1092 of the Code  which,  in  certain
   circumstances,  overrides or modifies the  provisions of Section 1256. If the
   Fund were  treated  as  entering  into  "straddles"  by  engaging  in certain
   financial  forward,  futures or option  contracts,  such  straddles  could be
   characterized  as "mixed  straddles"  if the  futures,  forwards,  or options
   comprising  a part of such  straddles  were  governed by Section  1256 of the
   Code.  The Fund  may  make  one or more  elections  with  respect  to  "mixed
   straddles."  Depending  upon which election is made, if any, the results with
   respect to the Fund may differ.  Generally,  to the extent the straddle rules
   apply to positions  established by the Fund,  losses realized by the Fund may
   be deferred to the extent of  unrealized  gain in any  offsetting  positions.
   Moreover,  as a result of the straddle and the conversion  transaction rules,
   short-term  capital  loss on straddle  positions  may be  recharacterized  as
   long-term  capital loss, and long-term  capital gain may be  characterized as
   short-term capital gain or ordinary income.

   If the Fund enters into a "constructive sale" of any appreciated  position in
   stock, a partnership  interest,  or certain debt  instruments,  the Fund must
   recognize  gain  (but not  loss)  with  respect  to that  position.  For this
   purpose,  a  constructive  sale  occurs  when the Fund enters into one of the
   following  transactions  with respect to the same or substantially  identical
   property:  (i) a short sale; (ii) an offsetting  notional principal contract;
   or (iii) a futures or forward contract.

   If the Fund  purchases  shares  in a  "passive  foreign  investment  company"
   ("PFIC"),  the Fund may be  subject to  Federal  income  tax and an  interest
   charge  imposed by the IRS upon  certain  distributions  from the PFIC or the
   Fund's  disposition  of its PFIC shares.  If the Fund invests in a PFIC,  the
   Fund intends to make an available  election to mark-to-market its interest in
   PFIC shares.  Under the election,  the Fund will be treated as recognizing at
   the end of each taxable year the difference,  if any, between the fair market
   value of its  interest  in the PFIC shares and its basis in such  shares.  In
   some circumstances,  the recognition of loss may be suspended.  The Fund will
   adjust  its  basis in the PFIC  shares  by the  amount  of  income  (or loss)
   recognized.  Although  such  income  (or loss) will be taxable to the Fund as
   ordinary income (or loss)  notwithstanding any distributions by the PFIC, the
   Fund will not be subject to Federal  income tax or the  interest  charge with
   respect to its interest in the PFIC under the election.

   Foreign Taxes.  Income and dividends received by the Fund from sources within
   foreign  countries may be subject to  withholding  and other taxes imposed by
   such  countries.  Tax conventions  between  certain  countries and the United
   States may reduce or eliminate  such taxes.  If more than 50% of the value of
   the  Fund's  total  assets  at the  close of its  taxable  year  consists  of
   securities  of  non-U.S.  corporations,  the Fund will be eligible to file an
   election with the IRS pursuant to which the regulated  investment company may
   pass-through  to  its  shareholders  foreign  taxes  paid  by  the  regulated
   investment  company,  which may be claimed either as a credit or deduction by
   the shareholders.  Only the International  Equity Fund and International Fund
   expect to qualify for the election.  However,  even if the Fund qualifies for
   the election, foreign taxes will only pass-through to the Fund shareholder if
   (i) the shareholder  holds the Fund shares for at least 16 days during the 30
   day period  beginning  15 days  prior to the date upon which the  shareholder
   becomes  entitled  to  receive  Fund  distributions  corresponding  with  the
   pass-through  of the foreign taxes paid by the Fund, and (ii) with respect to
   foreign  source  dividends  received  by the Fund on  shares  giving  rise to
   foreign tax, the Fund holds the shares for at least 16 days during the 30 day
   period  beginning  15 days  prior to the date  upon  which  the Fund  becomes
   entitled to the dividend.

   An  individual  with $300 or less of creditable  foreign  taxes  generally is
   exempt from foreign  source income and certain other  limitations  imposed by
   the Code on claiming a credit for such taxes. The $300 amount is increased to
   $600 for joint filers.

   Capital Gain Distributions. Distributions which are designated by the Fund as
   capital gain  distributions  will be taxed to  shareholders as long-term term
   capital gain (to the extent such  dividends  do exceed the Fund's  actual net
   capital gains for the taxable year), regardless of how long a shareholder has
   held Fund  shares.  Such  distributions  will be  designated  as capital gain
   distributions  in a written notice mailed by the Fund to its shareholders not
   later than 60 days after the close of the Fund's taxable year.

   Disposition  of Fund  Shares.  A  disposition  of Fund  shares  pursuant to a
   redemption  (including a redemption  in-kind) or an exchange will  ordinarily
   result in a taxable  capital gain or loss,  depending on the amount  received
   for the shares (or are deemed to be received in the case of an exchange)  and
   the cost of the shares.

   If a  shareholder  exchanges or otherwise  disposes of Fund shares  within 90
   days of having  acquired  such shares and if, as a result of having  acquired
   those shares,  the shareholder  subsequently pays a reduced sales charge on a
   new  purchase  of  shares  of the Fund or a  different  regulated  investment
   company,  the sales charge previously incurred in acquiring the Fund's shares
   shall not be taken into account (to the extent such previous sales charges do
   not exceed  the  reduction  in sales  charges  on the new  purchase)  for the
   purpose of  determining  the amount of gain or loss on the  disposition,  but
   will be treated as having  been  incurred  in the  acquisition  of such other
   shares.  Also, any loss realized on a redemption or exchange of shares of the
   Fund will be disallowed to the extent that substantially identical shares are
   acquired within the 61-day period beginning 30 days before and ending 30 days
   after the shares are disposed of.

   If a  shareholder  receives a  designated  capital gain  distribution  (to be
   treated by the  shareholder as a long-term  capital gain) with respect to any
   Fund share and such Fund share is held for six months or less,  then  (unless
   otherwise  disallowed)  any loss on the sale or  exchange  of that Fund share
   will be treated as a long-term  capital loss to the extent of the  designated
   capital gain  distribution.  The loss  disallowance  rules  described in this
   paragraph do not apply to losses realized under a periodic redemption plan.

         Federal  Income Tax Rates.  As of the printing of this SAI, the maximum
individual tax rate  applicable to ordinary  income is 39.6% (marginal tax rates
may be higher  for some  individuals  to  reduce or  eliminate  the  benefit  of
exemptions and deductions);  the maximum individual marginal tax rate applicable
to net capital gain is 20%; and the maximum  corporate  tax rate  applicable  to
ordinary  income and net capital gain is 35%  (marginal  tax rates may be higher
for some  corporations  to reduce or  eliminate  the  benefit of lower  marginal
income tax  rates).  Naturally,  the amount of tax payable by an  individual  or
corporation will be affected by a combination of tax laws covering, for example,
deductions, credits, deferrals, exemptions, sources of income and other matters.

         Backup Withholding.  The Trust may be required to withhold,  subject to
certain exemptions, at a rate of 31% ("backup withholding") on all distributions
and  redemption  proceeds  (including  proceeds from  exchanges and  redemptions
in-kind)  paid  or  credited  to an  individual  Fund  shareholder,  unless  the
shareholder certifies that the "taxpayer identification number" ("TIN") provided
is correct and that the shareholder is not subject to backup withholding, or the
IRS  notifies  the Trust that the  shareholder's  TIN is  incorrect  or that the
shareholder  is  subject  to  backup  withholding.  Such tax  withheld  does not
constitute any additional tax imposed on the shareholder,  and may be claimed as
a tax payment on the  shareholder's  Federal income tax return. An investor must
provide a valid TIN upon opening or  reopening an account.  Failure to furnish a
valid TIN to the Trust also could  subject the investor to penalties  imposed by
the IRS.


     Foreign  Shareholders.  Under the Code,  distributions  attributable to net
investment  income, net short-term capital gain and certain other items realized
by the Fund and paid to a  nonresident  alien  individual,  foreign trust (i.e.,
trust  which  a  U.S.  court  is  able  to  exercise  primary  supervision  over
administration  of that trust and one or more U.S.  persons  have  authority  to
control substantial  decisions of that trust),  foreign estate (i.e., the income
of which is not subject to U.S. tax regardless of source),  foreign corporation,
or foreign  partnership (each, a "foreign  shareholder") will be subject to U.S.
withholding  tax (at a rate  of 30% or a  lower  treaty  rate,  if  applicable).
Withholding  will not  apply  if a  distribution  paid by the Fund to a  foreign
shareholder is "effectively  connected" with a U.S. trade or business (or, if an
income tax treaty applies, is attributable to a U.S. permanent  establishment of
the  foreign   shareholder),   in  which  case  the  reporting  and  withholding
requirements  applicable to U.S. persons will apply.  Capital gain distributions
generally are not subject to tax withholding.


         New Regulations. On October 6, 1997, the Treasury Department issued new
regulations  (the "New  Regulations")  which make certain  modifications  to the
backup withholding,  U.S. income tax withholding and information reporting rules
applicable  to foreign  shareholders.  The New  Regulations  will  generally  be
effective  for  payments  made  after  December  31,  2000,  subject  to certain
transition rules.  Among other things,  the New Regulations will permit the Fund
to  estimate  the  portion of their  distributions  qualifying  as capital  gain
distributions for purposes of determining the portion of such distributions paid
to foreign  shareholders that will be subject to federal income tax withholding.
Prospective  investors are urged to consult their own tax advisors regarding the
New Regulations.

   Corporate  Shareholders.  Corporate  shareholders of the Fund may be eligible
   for the  dividends-received  deduction  on dividends  distributed  out of the
   Fund's income attributable to dividends received from domestic  corporations,
   which, if received directly by the corporate  shareholder,  would qualify for
   such  deduction.  A distribution  by the Fund  attributable to dividends of a
   domestic corporation will only qualify for the  dividends-received  deduction
   if (i) the corporate  shareholder  generally holds the Fund shares upon which
   the  distribution  is made  for at  least 46 days  during  the 90 day  period
   beginning  45 days  prior to the date  upon  which  the  shareholder  becomes
   entitled to the distribution; and (ii) the Fund generally holds the shares of
   the domestic  corporation  producing the dividend income for at least 46 days
   during the 90 day period  beginning  45 days prior to the date upon which the
   Fund becomes entitled to such dividend income.

   Tax-Deferred  Plan.  The  shares of the Fund are  available  for a variety of
   tax-deferred  retirement  and other plans,  including  Individual  Retirement
   Accounts  ("IRA"),  Simplified  Employee Pension Plans  ("SEP-IRA"),  Savings
   Incentive  Match  Plans  for  Employees  ("SIMPLE  plans"),  Roth  IRAs,  and
   Education  IRAs,  which  permit  investors to defer some of their income from
   taxes.  Investors should contact their selling agents for details  concerning
   retirement plans.

   Other Matters.  Investors  should be aware that the investments to be made by
   the Fund may  involve  sophisticated  tax rules  that may result in income or
   gain  recognition  by the Fund without  corresponding  current cash receipts.
   Although the Fund will seek to avoid significant noncash income, such noncash
   income could be recognized by the Fund, in which case the Fund may distribute
   cash  derived  from other  sources in order to meet the minimum  distribution
   requirements described above.

   The foregoing discussion and the discussions in the Prospectus  applicable to
   each  shareholder  address  only  some  of  the  Federal  tax  considerations
   generally  affecting  investments  in the  Fund.  Each  investor  is urged to
   consult his or her tax advisor  regarding  specific  questions as to federal,
   state, local or foreign taxes.

                                  CAPITAL STOCK

         The Fund is one of the funds of the Wells Fargo  Funds Trust  family of
funds. The Trust was organized as a Delaware business trust on March 10, 1999.

         Most of the Trust's Funds are authorized to issue  multiple  classes of
shares,  one class  generally  subject to a front-end  sales charge and, in some
cases, classes subject to a  contingent-deferred  sales charge, that are offered
to retail  investors.  Certain of the Trust's Funds also are authorized to issue
other classes of shares,  which are sold primarily to  institutional  investors.
Each share in the Fund represents an equal,  proportionate  interest in the Fund
with all other  shares.  Shareholders  bear their pro rata portion of the Fund's
operating expenses,  except for certain class-specific expenses (e.g., any state
securities  registration fees,  shareholder  servicing fees or distribution fees
that may be paid under Rule 12b-1) that are  allocated  to a  particular  class.
Please contact Investor  Services at 1-800-222-8222 if you would like additional
information about other Funds or classes of shares offered.

         With  respect  to  matters  that  affect  one  class  but not  another,
shareholders  vote as a class; for example,  the approval of a Plan.  Subject to
the foregoing, all shares of the Fund have equal voting rights and will be voted
in the aggregate, and not by Series, except where voting by a Series is required
by law or where the matter  involved  only affects one Series.  For  example,  a
change in the Fund's  fundamental  investment policy affects only one Series and
would be voted upon only by  shareholders  of the Fund  involved.  Additionally,
approval of an Advisory contract, since it only affects one Fund, is a matter to
be determined  separately by each Series.  Approval by the  shareholders  of one
Series is  effective  as to that  Series  whether  or not  sufficient  votes are
received from the shareholders of the other series to approve the proposal as to
those Series.

         As used in the  Prospectus  and in this SAI, the term  "majority"  when
referring to approvals to be obtained from  shareholders of a Class of the Fund,
means  the vote of the  lesser of (i) 67% of the  shares of such  class the Fund
represented  at a meeting  if the  holders  of more than 50% of the  outstanding
shares  such class of the Fund are  present in person or by proxy,  or (ii) more
than 50% of the outstanding  shares of such class the Fund. The term "majority,"
when referring to approvals to be obtained from  shareholders of the Fund, means
the vote of the  lesser of (i) 67% of the  shares of the Fund  represented  at a
meeting if the  holders of more than 50% of the  outstanding  shares of the Fund
are  present  in person or by  proxy,  or (ii) more than 50% of the  outstanding
shares of the Fund. The term  "majority,"  when referring to the approvals to be
obtained from shareholders of the Trust as a whole, means the vote of the lesser
of (i) 67% of the Trust's shares represented at a meeting if the holders of more
than 50% of the Trust's outstanding shares are present in person or by proxy, or
(ii) more than 50% of the Trust's outstanding shares.  Shareholders are entitled
to one vote for each full share held and fractional votes for fractional  shares
held.

         Shareholders are not entitled to any preemptive  rights. All shares are
issued in  uncertificated  form only,  and,  when  issued will be fully paid and
non-assessable  by the Trust.  The Trust may dispense with an annual  meeting of
shareholders  in any year in which it is not required to elect  directors  under
the 1940 Act.

         Each  share  of a class of the Fund  represents  an equal  proportional
interest  in the Fund with each other share in the same class and is entitled to
such  dividends  and  distributions  out  of the  income  earned  on the  assets
belonging to the Fund as are declared in the discretion of the Trustees.  In the
event of the  liquidation or dissolution of the Trust,  shareholders of the Fund
are entitled to receive the assets  attributable to the relevant class of shares
of the Fund that are  available  for  distribution,  and a  distribution  of any
general assets not  attributable to a particular  investment  portfolio that are
available for  distribution  in such manner and on such basis as the Trustees in
their sole discretion may determine.

         Set  forth  below as of July 24,  2000 is the name,  address  and share
ownership  of each  person  known by the  Trust  to have  beneficial  or  record
ownership  of 5% or  more  of a class  of the  Fund or 5% or more of the  voting
securities  of the Fund as a whole.  The term "N/A" is used where a  shareholder
holds 5% or more of a class, but less than 5% of the Fund as a whole.


                        5% OWNERSHIP AS OF JULY 24, 2000


                                                   Name and                           Type of           Percentage
            Fund                                   Address                           Ownership           of Class

Nasdaq 100 Tilt Fund           Stephens Inc.                                         Record
     Class O                   111 Center Street, Suite 300
                               Little Rock, AR 72201


         For purposes of the 1940 Act,  any person who owns  directly or through
one or more  controlled  companies  more than 25% of the voting  securities of a
company is presumed to "control" such company. Accordingly, to the extent that a
shareholder  identified in the foregoing  table is identified as the  beneficial
holder of more than 25% of a class (or Fund),  or is identified as the holder of
record of more than 25% of a class (or Fund) and has  voting  and/or  investment
powers, it may be presumed to control such class (or Fund).


                                      OTHER

         The Trust's  Registration  Statement,  including the Prospectus and SAI
for the Fund and the exhibits filed therewith,  may be examined at the office of
the Securities and Exchange Commission in Washington,  D.C. Statements contained
in the  Prospectus  or the  SAI as to the  contents  of any  contract  or  other
document  referred to herein or in the Prospectus are not necessarily  complete,
and, in each  instance,  reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement,  each such statement
being qualified in all respects by such reference.


                                     COUNSEL

         Morrison & Foerster LLP, 2000  Pennsylvania  Avenue,  N.W., Suite 5500,
Washington, D.C. 20006, as counsel for the Trust, has rendered its opinion as to
certain legal matters  regarding the due authorization and valid issuance of the
shares of beneficial interest being sold pursuant to the Fund' Prospectus.


                              INDEPENDENT AUDITORS

         KPMG LLP has been selected as the  independent  auditors for the Trust.
KPMG LLP provides  audit  services,  tax return  preparation  and assistance and
consultation  in  connection  with  review of certain  SEC  filings.  KPMG LLP's
address is Three Embarcadero Center, San Francisco, California 94111.





<PAGE>


i
Bowne Conversion
dc-74483
dc-203811


                             WELLS FARGO FUNDS TRUST
                                                        Telephone: 1-800-222-8222

                       STATEMENT OF ADDITIONAL INFORMATION
                               Dated July 24, 2000

                             NEBRASKA TAX-FREE FUND

                               Institutional Class


         Wells  Fargo  Funds  Trust (the  "Trust")  is an  open-end,  management
investment  company.  This Statement of Additional  Information ("SAI") contains
additional  information about the Nebraska Tax-Free Fund (the "Fund"),  a series
in the Trust's family of funds. The Fund is considered non-diversified under the
Investment Company Act of 1940, as amended (the "1940 Act"). This SAI relates to
the Institutional Class shares of the Fund.

         This SAI is not a prospectus and should be read in conjunction with the
Fund's  Prospectus,  dated  July 24,  2000.  All terms used in this SAI that are
defined in the Prospectus have the meanings  assigned in the Prospectus.  A copy
of the  Prospectus may be obtained free of charge by calling  1-800-222-8222  or
writing to Wells Fargo Funds, P.O. Box 8266, Boston, MA 02266-8266.




<PAGE>



                                                     i
                                TABLE OF CONTENTS


                                                                                                         Page

Investment Policies.........................................................................................1
Additional Permitted Investment Activities and Associated Risks.............................................2
Special Considerations Affecting Nebraska Municipal Obligations............................................16
Management ................................................................................................16
Performance Calculations...................................................................................19
Determination of Net Asset Value...........................................................................22
Additional Purchase and Redemption Information.............................................................22
Portfolio Transactions.....................................................................................23
Fund Expenses..............................................................................................24
Income Taxes...............................................................................................25
Capital Stock..............................................................................................29
Other......................................................................................................30
Counsel....................................................................................................31
Independent Auditors.......................................................................................31
Appendix..................................................................................................A-1


<PAGE>


                                                    26
                                                     1
                                                  INVESTMENT POLICIES

         Fundamental Investment Policies

         The Fund has adopted the following  investment  policies,  all of which
are fundamental  policies;  that is, they may not be changed without approval by
the holders of a majority (as defined in the 1940 Act) of the outstanding voting
securities of such Fund. The Fund may not:

         (1) Purchase  the  securities  of issuers  conducting  their  principal
business  activity in the same  industry if,  immediately  after and as a result
thereof,  the value of the Fund's  investments  in that industry  would equal or
exceed 25% of the current  value of the Fund's total  assets,  provided that (i)
this  restriction  does not limit the Fund's  investments in securities of other
investment   companies,   (ii)  this  restriction  does  not  limit  the  Fund's
investments  in municipal  securities,  (iii) the Fund may invest 25% or more of
the current  value of its total assets in private  activity  bonds or notes that
are the ultimate  responsibility  of  non-government  issuers  conducting  their
principal  business activity in the same industry;  and (iv) the Fund may invest
25% or more of the current value of its total assets in securities whose issuers
are located in the same state or securities  the interest and principal on which
are paid from revenues of similar type projects;

         (2) borrow money,  except to the extent  permitted  under the 1940 Act,
including the rules, regulations and exemptions thereunder;

         (3) issue senior  securities,  except to the extent permitted under the
1940 Act, including the rules, regulations and exemptions thereunder;

         (4) make loans to other parties if, as a result, the aggregate value of
such loans would exceed  one-third of the Fund's total assets.  For the purposes
of this limitation,  entering into repurchase agreements, lending securities and
acquiring any debt securities are not deemed to be the making of loans;

         (5) underwrite  securities of other issuers,  except to the extent that
the purchase of permitted  investments  directly from the issuer thereof or from
an underwriter  for an issuer and the later  disposition  of such  securities in
accordance  with  the  Fund's  investment   program  may  be  deemed  to  be  an
underwriting;

         (6)  purchase  or sell  real  estate  unless  acquired  as a result  of
ownership of  securities  or other  instruments  (but this shall not prevent the
Fund from investing in securities or other instruments  backed by real estate or
securities of companies engaged in the real estate business); nor

         (7) purchase or sell  commodities,  provided that (i) currency will not
be  deemed  to be a  commodity  for  purposes  of this  restriction,  (ii)  this
restriction  does not limit the purchase or sale of futures  contracts,  forward
contracts or options,  and (iii) this restriction does not limit the purchase or
sale of securities or other instruments backed by commodities or the purchase or
sale of  commodities  acquired as a result of ownership of  securities  or other
instruments.

         Non-Fundamental Investment Policies

   The Fund has  adopted the  following  non-fundamental  policies  which may be
   changed by the  Trustees  of the Trust at any time  without  approval  of the
   Fund's shareholders.

(3) The Fund may invest in shares of other  investment  companies  to the extent
permitted  under  section  12(d)(1)(A)  of the 1940 Act,  including  any  rules,
regulations and orders obtained thereunder.

(13) The Fund may not  invest or hold more than 15% of the  Fund's net assets in
illiquid  securities.  For this  purpose,  illiquid  securities  include,  among
others,  (a) securities  that are illiquid by virtue of the absence of a readily
available market or legal or contractual  restrictions on resale, (b) fixed time
deposits  that are subject to withdrawal  penalties and that have  maturities of
more than seven days, and (c) repurchase  agreements not terminable within seven
days.

(14) The Fund may lend  securities  from  its  portfolio  to  approved  brokers,
dealers and financial institutions,  to the extent permitted under the 1940 Act,
including the rules,  regulations  and exemptions  thereunder,  which  currently
limit such  activities  to  one-third  of the value of the Fund's  total  assets
(including  the value of the collateral  received).  Any such loans of portfolio
securities   will  be   fully   collateralized   based   on   values   that  are
marked-to-market daily.

(15) The Fund may not make investments for the purpose of exercising  control or
management, provided that this restriction does not limit the Fund's investments
in securities  of other  investment  companies or in entities  created under the
laws of  foreign  countries  to  facilitate  investment  in  securities  in that
country.

(16) The Fund may not  purchase  securities  on margin  (except  for  short-term
credits necessary for the clearance of transactions).

(17) The Fund may not sell securities short,  unless it owns or has the right to
obtain  securities  equivalent in kind and amount to the  securities  sold short
(short sales  "against  the box"),  and provided  that  transactions  in futures
contracts and options are not deemed to constitute selling securities short.

   General

   Notwithstanding  the foregoing  policies,  any other investment  companies in
   which the Fund may invest have adopted their own investment  policies,  which
   may be more or less restrictive than those listed above, thereby allowing the
   Fund to  participate in certain  investment  strategies  indirectly  that are
   prohibited  under the fundamental  and  non-fundamental  investment  policies
   listed above.

         ADDITIONAL PERMITTED INVESTMENT ACTIVITIES AND ASSOCIATED RISKS

         Set forth below are descriptions of certain  investments and additional
investment  policies for the Funds.  For purposes of monitoring  the  investment
policies  and  restrictions  of the Funds  (with the  exception  of the loans of
portfolio  securities  policy  described  below),  the amount of any  securities
lending  collateral  held by the Fund  will be  excluded  in  calculating  total
assets.

         Asset-Backed Securities

         The Fund may  invest  in  various  types  of  asset-backed  securities.
Asset-backed  securities  are  securities  that  represent  an  interest  in  an
underlying security.  The asset-backed  securities in which the Funds invest may
consist  of  undivided  fractional  interests  in  pools  of  consumer  loans or
receivables  held  in  trust.   Examples  include  certificates  for  automobile
receivables  (CARS) and credit card receivables  (CARDS).  Payments of principal
and interest on these asset-backed  securities are "passed through" on a monthly
or other periodic basis to  certificate  holders and are typically  supported by
some form of credit  enhancement,  such as a surety bond,  limited guaranty,  or
subordination.  The extent of credit enhancement  varies, but usually amounts to
only a  fraction  of the  asset-backed  security's  par value  until  exhausted.
Ultimately,  asset-backed  securities are dependent upon payment of the consumer
loans or receivables by individuals,  and the certificate  holder frequently has
no recourse to the entity that originated the loans or  receivables.  The actual
maturity and realized  yield will vary based upon the  prepayment  experience of
the  underlying  asset  pool  and  prevailing  interest  rates  at the  time  of
prepayment.  Asset-backed  securities are relatively new  instruments and may be
subject to greater  risk of default  during  periods of economic  downturn  than
other  instruments.   Also,  the  secondary  market  for  certain   asset-backed
securities  may not be as liquid as the  market for other  types of  securities,
which could result in the Fund experiencing difficulty in valuing or liquidating
such  securities.  The Fund may also  invest  in  securities  backed by pools of
mortgages.  The investments  are described  under the heading  "Mortgage-Related
Securities."

         Bank Obligations

         The Fund may  invest in bank  obligations,  including  certificates  of
deposit, time deposits, bankers' acceptances and other short-term obligations of
domestic banks,  foreign  subsidiaries of domestic  banks,  foreign  branches of
domestic  banks,  and domestic and foreign  branches of foreign banks,  domestic
savings and loan  associations and other banking  institutions.  With respect to
such  securities   issued  by  foreign  branches  of  domestic  banks,   foreign
subsidiaries  of domestic  banks,  and domestic and foreign  branches of foreign
banks, the Fund may be subject to additional investment risks that are different
in some  respects  from those  incurred by the Fund which  invests  only in debt
obligations of domestic  issuers.  Such risks include  possible future political
and economic developments,  the possible imposition of foreign withholding taxes
on interest  income payable on the  securities,  the possible  establishment  of
exchange  controls or the adoption of other  foreign  governmental  restrictions
which might  adversely  affect the payment of  principal  and  interest on these
securities and the possible seizure or nationalization  of foreign deposits.  In
addition,  foreign  branches of U.S.  banks and foreign  banks may be subject to
less  stringent  reserve  requirements  and to different  accounting,  auditing,
reporting and recordkeeping standards than those applicable to domestic branches
of U.S. banks.

         Certificates  of deposit are  negotiable  certificates  evidencing  the
obligation of a bank to repay funds deposited with it for a specified  period of
time.

         Time  deposits  are  non-negotiable  deposits  maintained  in a banking
institution  for a  specified  period of time at a stated  interest  rate.  Time
deposits  which may be held by the Fund will not benefit from insurance from the
Bank Insurance Fund or the Savings  Association  Insurance Fund  administered by
the Federal  Deposit  Insurance  Corporation.  Bankers'  acceptances  are credit
instruments  evidencing the obligation of a bank to pay a draft drawn on it by a
customer.  These instruments  reflect the obligation both of the bank and of the
drawer  to pay the face  amount  of the  instrument  upon  maturity.  The  other
short-term obligations may include uninsured, direct obligations, bearing fixed,
floating- or variable-interest rates.

         Bonds

         Certain of the debt instruments  purchased by the Funds may be bonds. A
bond is an  interest-bearing  security issued by a company or governmental unit.
The issuer of a bond has a  contractual  obligation  to pay interest at a stated
rate  on  specific  dates  and  to  repay  principal  (the  bond's  face  value)
periodically  or on a specified  maturity  date. An issuer may have the right to
redeem or "call" a bond before maturity,  in which case the investor may have to
reinvest the proceeds at lower market rates.  The value of fixed-rate bonds will
tend to fall when  interest  rates rise and rise when interest  rates fall.  The
value of "floating-rate" or "variable-rate"  bonds, on the other hand, fluctuate
much less in response to market  interest rate movements than the value of fixed
rate bonds.

         Bonds may be senior or  subordinated  obligations.  Senior  obligations
generally  have the first claim on a  corporation's  earnings and assets and, in
the  event of  liquidation,  are paid  before  subordinated  debt.  Bonds may be
unsecured  (backed only by the  issuer's  general  creditworthiness)  or secured
(also backed by specified collateral).

         Borrowing

         The  Fund  may  borrow  money  for  temporary  or  emergency  purposes,
including the meeting of redemption  requests.  Borrowing  involves special risk
considerations.  Interest costs on borrowings may fluctuate with changing market
rates of  interest  and may  partially  offset or exceed  the  return  earned on
borrowed funds (or on the assets that were retained rather than sold to meet the
needs for which funds were borrowed).  Under adverse market conditions, the Fund
might have to sell portfolio  securities to meet interest or principal  payments
at a time when  investment  considerations  would not favor such sales.  Reverse
repurchase agreements, short sales not against the box, dollar roll transactions
and  other   similar   investments   that  involve  a  form  of  leverage   have
characteristics  similar to borrowings but are not considered  borrowings if the
Fund maintains a segregated account.

         Commercial Paper

         The Fund may invest in  commercial  paper  (including  variable  amount
master  demand notes) which refers to  short-term,  unsecured  promissory  notes
issued by corporations to finance  short-term credit needs.  Commercial paper is
usually sold on a discount  basis and has a maturity at the time of issuance not
exceeding  nine  months.   Variable   amount  master  demand  notes  are  demand
obligations which permit the investment of fluctuating amounts at varying market
rates of interest  pursuant to arrangements  between the issuer and a commercial
bank acting as agent for the payee of such notes  whereby  both parties have the
right  to  vary  the  amount  of the  outstanding  indebtedness  on  the  notes.
Investments  by the Funds in commercial  paper  (including  variable rate demand
notes and variable  rate master demand notes issued by domestic and foreign bank
holding companies,  corporations and financial institutions,  as well as similar
instruments issued by government agencies and instrumentalities) will consist of
issues  that  are  rated  in one of  the  two  highest  rating  categories  by a
Nationally  Recognized  Ratings  Organization  ("NRRO").  Commercial  paper  may
include variable- and floating-rate instruments.

         Derivative Securities

         The Fund may  invest  in  various  instruments  that may be  considered
"derivatives,"  including  structured  notes,  bonds or other  instruments  with
interest rates that are determined by reference to changes in the value of other
interest rates, indices or financial  indicators  ("References") or the relative
change  in  two  or  more  References.   Some  derivative  securities  represent
relatively  recent  innovations in the bond markets,  and the trading market for
these  instruments is less developed than the markets for  traditional  types of
debt  instruments.  It is uncertain  how these  instruments  will perform  under
different  economic  and  interest  rate  scenarios.  Because  certain  of these
instruments  are leveraged,  their market values may be more volatile than other
types of bonds and may  present  greater  potential  for  capital  gain or loss.
Derivative securities and their underlying instruments may experience periods of
illiquidity,  which could  cause the Fund to hold a security it might  otherwise
sell or could  force the sale of a security at  inopportune  times or for prices
that do not reflect  current  market value.  The  possibility  of default by the
issuer or the issuer's credit  provider may be greater for these  structured and
derivative  instruments  than for other  types of  instruments.  As new types of
derivative securities are developed and offered to investors,  the advisor will,
consistent with the Fund's investment objective, policies and quality standards,
consider making investments in such new types of derivative securities.

         Diversification

         The Fund is  non-diversified,  which means that it has greater latitude
than a  diversified  fund with  respect to the  investment  of its assets in the
securities of relatively few municipal issuers.  As  non-diversified  portfolio,
the Fund may present a greater investment risk than a diversified fund. However,
the Fund intends to comply with applicable  diversification  requirements of the
Internal  Revenue Code. These  requirements  provide that, as of the last day of
each fiscal  quarter:  (1) with respect to 50% of its assets,  the Fund may not:
(a)  own  the  securities  of a  single  issuer,  other  than a U.S.  Government
security,  with a value of more than 5% of the Fund's total  assets;  or (b) own
more than 10% of the outstanding  voting securities of a single issuer;  and (2)
the  Fund  may not own the  securities  of a single  issuer,  other  than a U.S.
Government security, with a value of more than 25% of the Fund's total assets.

         Dollar Roll Transactions

         The Fund may enter into  "dollar  roll"  transactions  wherein the Fund
sells fixed income securities, typically mortgage-backed securities, and makes a
commitment to purchase  similar,  but not identical,  securities at a later date
from the same  party.  Like a  forward  commitment,  during  the roll  period no
payment  is made for the  securities  purchased  and no  interest  or  principal
payments on the security accrue to the purchaser,  but the Fund assumes the risk
of ownership. The Fund is compensated for entering into dollar roll transactions
by the difference  between the current sales price and the forward price for the
future  purchase,  as well as by the interest earned on the cash proceeds of the
initial sale. Like other when-issued  securities or firm commitment  agreements,
dollar  roll  transactions  involve  the  risk  that  the  market  value  of the
securities  sold by the Fund may  decline  below  the price at which the Fund is
committed to purchase similar  securities.  In the event the buyer of securities
under a dollar roll transaction becomes insolvent, the Funds use of the proceeds
of the transaction may be restricted pending a determination by the other party,
or its  trustee  or  receiver,  whether  to  enforce  the  Funds  obligation  to
repurchase the  securities.  The Fund will engage in roll  transactions  for the
purpose  of  acquiring  securities  for its  portfolio  and  not for  investment
leverage.

Floating- and Variable-Rate Obligations

         The Fund may purchase  floating- and variable-rate  obligations such as
demand notes and bonds.  Variable-rate  demand notes include master demand notes
that are obligations that permit the Fund to invest fluctuating  amounts,  which
may change daily without penalty,  pursuant to direct  arrangements  between the
Fund, as lender, and the borrower.  The interest rate on a floating-rate  demand
obligation is based on a known lending rate, such as a bank's prime rate, and is
adjusted  automatically each time such rate is adjusted.  The interest rate on a
variable-rate   demand   obligation  is  adjusted   automatically  at  specified
intervals.  The issuer of such obligations ordinarily has a right, after a given
period,  to prepay in its discretion  the  outstanding  principal  amount of the
obligations plus accrued interest upon a specified number of days' notice to the
holders of such obligations. Frequently, such obligations are secured by letters
of credit or other credit support arrangements provided by banks.

         There   generally  is  no  established   secondary   market  for  these
obligations because they are direct lending  arrangements between the lender and
borrower.  Accordingly,  where these  obligations  are not secured by letters of
credit or other  credit  support  arrangements,  the  Fund's  right to redeem is
dependent  on the  ability of the  borrower  to pay  principal  and  interest on
demand. Such obligations  frequently are not rated by credit rating agencies and
the Fund may invest in  obligations  which are not so rated only if the  Advisor
determines  that at the time of  investment  the  obligations  are of comparable
quality to the other obligations in which such Fund may invest. The Advisor,  on
behalf of the Fund,  considers on an ongoing basis the  creditworthiness  of the
issuers of the floating- and  variable-rate  demand  obligations  in such Fund's
portfolio.  Floating- and variable-rate instruments are subject to interest-rate
risk and credit risk.

         The floating- and variable-rate instruments that the Funds may purchase
include certificates of participation in such instruments.

         Forward Commitment, When-Issued and Delayed-Delivery Transactions

   The Fund may purchase or sell securities on a when-issued or delayed delivery
   basis and make contracts to purchase or sell  securities for a fixed price at
   a future date beyond customary  settlement time. Delivery and payment on such
   transaction  normally  take  place  within  120  days  after  the date of the
   commitment  to  purchase.  Securities  purchased  or sold  on a  when-issued,
   delayed-delivery  or forward  commitment  basis involve a risk of loss if the
   value of the security to be purchased declines,  or the value of the security
   to be sold increases,  before the settlement  date. The Fund will establish a
   segregated  account  in  which  they  will  maintain  cash,  U.S.  Government
   obligations  or other  high-quality  debt  instruments  in an amount at least
   equal  in value to each  such  Fund's  commitments  to  purchase  when-issued
   securities.  If the  value of these  assets  declines,  the Fund  will  place
   additional liquid assets in the account on a daily basis so that the value of
   the assets in the account is equal to the amount of such commitments.

         Geographic Concentration

         The Fund invests principally in municipal  securities issued by issuers
within a particular state and the state's  political  subdivisions.  The Fund is
more  susceptible  to factors  adversely  affecting  issuers of those  municipal
securities  than would be a more  geographically  diverse  municipal  securities
portfolio.  These risks arise from the financial  condition of the state and its
political  subdivisions.  To the extent state or local governmental entities are
unable to meet their financial obligations,  the income derived by the Fund, its
ability to  preserve  or realize  appreciation  of its  portfolio  assets or its
liquidity could be impaired.

         To the extent the Fund's  investments  are  primarily  concentrated  in
issuers  located in a particular  state,  the value of the Fund's  shares may be
especially  affected by factors  pertaining  to that  state's  economy and other
factors  specifically  affecting  the  ability  of issuers of that state to meet
their  obligations.  As a result,  the value of the Fund's  assets may fluctuate
more  widely  than the value of shares of a portfolio  investing  in  securities
relating to a number of different states. The ability of state,  county or local
governments and quasi-government  agencies to meet their obligations will depend
primarily on the availability of tax and other revenues to those governments and
on their  fiscal  conditions  generally.  The amounts of tax and other  revenues
available to governmental issuers may be affected from time to time by economic,
political  and   demographic   conditions   within  their  state.  In  addition,
constitutional or statutory restrictions may limit a government's power to raise
revenues or increase taxes. The availability of federal,  state and local aid to
governmental issuers may also affect their ability to meet obligations. Payments
of principal of and interest on private  activity  securities will depend on the
economic  condition of the facility  specific revenue source from whose revenues
the  payments  will be made,  which in turn,  could  be  affected  by  economic,
political or demographic conditions in the state.

         Illiquid Securities

   The Fund may invest in securities not registered  under the Securities Act of
   1933,  as amended (the "1933 Act") and other  securities  subject to legal or
   other restrictions on resale. Because such securities may be less liquid than
   other  investments,  they may be difficult to sell  promptly at an acceptable
   price.  Delay or difficulty in selling  securities may result in a loss or be
   costly to the Fund

         Guaranteed  Investment   Contracts.   Guaranteed  investment  contracts
("GICs")  are issued by  insurance  companies.  In  purchasing  a GIC,  the Fund
contributes  cash to the insurance  company's  general account and the insurance
company then credits to the Fund's  deposit fund on a monthly  basis  guaranteed
interest at a specified  rate.  The GIC provides that this  guaranteed  interest
will not be less than a certain  minimum rate. The insurance  company may assess
periodic  charges  against a GIC for expense and service costs  allocable to it.
There is no  secondary  market  for GICs and,  accordingly,  GICs are  generally
treated as illiquid investments. GICs are typically unrated.

         Loans of Portfolio Securities

   The Fund may lend its portfolio securities pursuant to guidelines approved by
   the  Board  of  Trustees  of the  Trust to  brokers,  dealers  and  financial
   institutions,  provided:  (1) the loan is secured  continuously by collateral
   consisting  of cash,  securities  of the U.S.  Government,  its  agencies  or
   instrumentalities,  or an  irrevocable  letter  of  credit  issued  by a bank
   organized under the laws of the United States,  organized under the laws of a
   State, or a foreign bank that has filed an agreement with the Federal Reserve
   Board to comply with the same rules and regulations  applicable to U.S. banks
   in securities credit transactions,  and such collateral being maintained on a
   daily  marked-to-market  basis in an  amount  at least  equal to the  current
   market value of the securities loaned plus any accrued interest or dividends;
   (2) the Fund may at any time  call the  loan and  obtain  the  return  of the
   securities  loaned  upon  sufficient  prior  notification;  (3) the Fund will
   receive any interest or dividends paid on the loaned securities;  and (4) the
   aggregate  market value of securities  loaned will not at any time exceed the
   limits established by the 1940 Act.

   The Fund will earn income for lending its securities  because cash collateral
   pursuant  to  these  loans  will  be  invested   subject  to  the  investment
   objectives,  principal  investment  strategies  and policies of the Fund.  In
   connection  with lending  securities,  the Fund may pay  reasonable  finders,
   administrative  and custodial fees.  Loans of securities  involve a risk that
   the  borrower  may fail to  return  the  securities  or may  fail to  provide
   additional  collateral.  In either case, the Fund could experience  delays in
   recovering securities or collateral or could lose all or part of the value of
   the  loaned  securities.  Although  voting  rights,  or  rights  to  consent,
   attendant  to  securities  on loan pass to the  borrower,  such  loans may be
   called at any time and will be called so that the  securities may be voted by
   the Fund if a material event  affecting the investment is to occur.  The Fund
   may pay a portion of the interest or fees earned from securities lending to a
   borrower or securities  lending agent.  Borrowers and placing brokers may not
   be affiliated,  directly or indirectly,  with the Trust, the Advisor,  or the
   Distributor.

         Mortgage-Related Municipal Securities

         The Fund may invest in mortgage-related municipal securities, including
mortgage  pass-through   securities.   Mortgage   pass-through   securities  are
securities  representing  interests in "pools" of mortgages in which payments of
both  interest  and  principal on the  securities  are made  monthly,  in effect
"passing  through"  monthly  payments  made by the  individual  borrowers on the
residential  mortgage loans which  underlie the securities  (net of fees paid to
the issuer or guarantor of the  securities).  Mortgage  pass-through  securities
created by issuers (such as state and local housing agencies,  commercial banks,
savings and loan institutions,  private mortgage insurance  companies,  mortgage
bankers and other secondary market issuers) may be supported by various forms of
insurance or  guarantees,  including  individual  loan,  title,  pool and hazard
insurance,  and letters of credit, which may be issued by governmental entities,
private insurers or the mortgage poolers.

         Prepayment Risk. The stated maturities of  mortgage-related  securities
may be  shortened by  unscheduled  prepayments  of  principal on the  underlying
mortgages.  Therefore,  it is not  possible  to predict  accurately  the average
maturity  of  a  particular   mortgage-related  security  .  Variations  in  the
maturities  of  mortgage-related  securities  will affect the yield of the Fund.
Early repayment of principal on mortgage-related  securities may expose the Fund
to a lower rate of return upon  reinvestment  of principal.  Also, if a security
subject  to  prepayment  has  been  purchased  at a  premium,  in the  event  of
prepayment  the  value of the  premium  may be  lost.  Like  other  fixed-income
securities,  when interest rates rise, the value of a mortgage-related  security
generally  will decline;  however,  when interest  rates  decline,  the value of
mortgage-related securities with prepayment features may not increase as much as
other fixed-income securities.

   Collateralized  Mortgage  Obligations  ("CMOs") and Adjustable Rate Mortgages
   ("ARMs").  The Fund may also invest in  investment  grade  CMOs.  CMOs may be
   collateralized by whole mortgage loans but are more typically  collateralized
   by  portfolios  of  mortgage   pass-through   securities  guaranteed  by  the
   Government  National  Mortgage  Association  ("GNMA"),  the Federal Home Loan
   Mortgage Corporation or Federal National Mortgage Association ("FNMA").  CMOs
   are  structured  into multiple  classes,  with each class bearing a different
   stated  maturity.  Payments of principal,  including  prepayments,  are first
   returned to investors holding the shortest maturity class;  investors holding
   the longer maturity classes receive  principal only after the first class has
   been retired.

   As new types of  mortgage-related  securities  are  developed  and offered to
   investors, the Advisor will, consistent with the Fund's investment objective,
   policies and quality standards, consider making investments in such new types
   of mortgage-related securities.

         The  Fund  may  investment  in  adjustable   rate  municipal   mortgage
securities.  The interest  rates on the mortgages  underlying  these  securities
generally are readjusted at periodic  intervals ranging from one year or less to
several  years in  response  to changes in a  predetermined  commonly-recognized
interest rate index.  The adjustable  rate feature  should reduce,  but will not
eliminate,  price  fluctuations  in such  securities,  particularly  when market
interest rates fluctuate. The net asset value of the Fund's shares may fluctuate
to the extent  interest  rates on underlying  mortgages  differ from  prevailing
market interest rates during interim periods between  interest rate reset dates.
Accordingly, investors could experience some loss if they redeem their shares of
the Fund or if the Funds sells these  portfolio  securities  before the interest
rates on the  underlying  mortgages  are adjusted to reflect  prevailing  market
interest rates. The holder of ARMs and CMOs are also subject to repayment risk.

         Mortgage Participation Certificates. The Fund also may invest municipal
mortgage pass-through securities.  These mortgage pass-through securities differ
from bonds in that principal is paid back by the borrower over the length of the
loan  rather  than  returned  in  a  lump  sum  at  maturity.  They  are  called
"pass-through"   securities  because  both  interest  and  principal   payments,
including  prepayments,  are passed through to the holder of the security.  They
are also subject to prepayment risk.

         Municipal Bonds

         The  Fund  may   invest  in   municipal   bonds.   The  two   principal
classifications of municipal bonds are "general obligation" and "revenue" bonds.
Municipal bonds are debt  obligations  issued to obtain funds for various public
purposes.  Industrial  development  bonds are a specific  type of  revenue  bond
backed by the credit and security of a private user. Certain types of industrial
development  bonds are  issued by or on behalf of public  authorities  to obtain
funds to provide privately-operated facilities.

         From time to time,  proposals have been introduced  before Congress for
the purpose of restricting  or eliminating  the federal income tax exemption for
interest on municipal  obligations.  For example,  under federal tax legislation
enacted in 1986,  interest on certain private activity bonds must be included in
an investor's  alternative  minimum taxable income, and corporate investors must
treat all tax-exempt  interest as an item of tax  preference.  Moreover the Fund
cannot  predict  what  legislation,  if  any,  may  be  proposed  in  the  state
legislature   regarding  the  state  income  tax  status  of  interest  on  such
obligations, or which proposals, if any, might be enacted. Such proposals, while
pending or if enacted, might materially and adversely affect the availability of
municipal obligations generally for investment by the Fund and the liquidity and
value of the Fund's portfolio.  In such an event, the Fund would re-evaluate its
investment objective and policies and consider possible changes in its structure
or possible dissolution.

         Certain of the municipal obligations held by the Fund may be insured as
to the timely payment of principal and interest.  The insurance policies usually
are  obtained  by the  issuer  of the  municipal  obligation  at the time of its
original  issuance.  I n the event  that the  issuer  defaults  on  interest  or
principal  payment,  the insurer  will be notified  and will be required to make
payment to the  bondholders.  There is,  however,  no guarantee that the insurer
will meet its obligations.  In addition, such insurance does not protect against
market fluctuations caused by changes in interest rates and other factors.

         Municipal Notes

         The Fund may invest in municipal  notes.  Municipal notes include,  but
are not limited to, tax anticipation  notes ("TANs"),  bond  anticipation  notes
("BANs"), revenue anticipation notes ("RANs") and construction loan notes. Notes
sold as interim financing in anticipation of collection of taxes, a bond sale or
receipt of other revenues are usually general obligations of the issuer.

         TANs. An uncertainty in a municipal issuer's capacity to raise taxes as
a result of such events as a decline in its tax base or a rise in  delinquencies
could  adversely  affect  the  issuer's  ability  to  meet  its  obligations  on
outstanding TANs.  Furthermore,  some municipal issuers mix various tax proceeds
into a general  fund that is used to meet  obligations  other  than those of the
outstanding  TANs. Use of such a general fund to meet various  obligations could
affect the likelihood of making payments on TANs.

         BANs. The ability of a municipal  issuer to meet its obligations on its
BANs is primarily  dependent on the issuer's  adequate access to the longer term
municipal  bond market and the  likelihood  that the proceeds of such bond sales
will be used to pay the principal of, and interest on, BANs.

         RANs. A decline in the receipt of certain revenues, such as anticipated
revenues from another level of government,  could  adversely  affect an issuer's
ability  to  meet  its  obligations  on  outstanding  RANs.  In  addition,   the
possibility  that the  revenues  would,  when  received,  be used to meet  other
obligations  could affect the ability of the issuer to pay the principal of, and
interest on, RANs.

         The values of outstanding municipal securities will vary as a result of
changing market evaluations of the ability of their issuers to meet the interest
and principal  payments  (i.e.,  credit  risk).  Such values also will change in
response to changes in the  interest  rates  payable on new issues of  municipal
securities  (i.e.,  market risk).  Changes in the value of municipal  securities
held in the Fund's  portfolio  arising  from these or other  factors  will cause
changes in the net asset value per share of the Fund.

         Municipal Securities
         Stand-by  Commitments.  The  Fund  may  purchase  municipal  securities
together  with the right to  resell  them to the  seller or a third  party at an
agreed-upon  price or yield within  specified  periods  prior to their  maturity
dates.  Such a right to resell is commonly known as a stand-by  commitment,  and
the  aggregate  price  which  the  Fund  pays  for  securities  with a  stand-by
commitment  may be higher  than the price  which  otherwise  would be paid.  The
primary  purpose of this practice is to permit the Fund to be as fully  invested
as  practicable  in  municipal   securities   while   preserving  the  necessary
flexibility and liquidity to meet unanticipated redemptions. In this regard, the
Fund acquires stand-by  commitments solely to facilitate portfolio liquidity and
does  not  exercise  its  rights  thereunder  for  trading  purposes.   Stand-by
commitments  involve certain expenses and risks,  including the inability of the
issuer of the commitment to pay for the securities at the time the commitment is
exercised,  non-marketability  of the commitment,  and  differences  between the
maturity of the underlying security and the maturity of the commitment.

         The acquisition of a stand-by  commitment does not affect the valuation
or maturity of the underlying  municipal  securities.  The Fund values  stand-by
commitments at zero in determining net asset value.  When the Fund pays directly
or  indirectly  for a stand-by  commitment,  its cost is reflected as unrealized
depreciation  for the  period  during  which the  commitment  is held.  Stand-by
commitments do not affect the average weighted  maturity of the Fund's portfolio
of securities.

         Other Investment Companies

         The Fund may invest in shares of other investment companies,  up to the
limits  prescribed  in Section  12(d) of the 1940 Act.  Under the 1940 Act,  the
Fund's investment in such securities currently is limited to, subject to certain
exceptions, (i) 3% of the total voting stock of any one investment company, (ii)
5% of such Fund's total assets with  respect to any one  investment  company and
(iii) 10% of such Fund's total assets.  Other investment  companies in which the
Funds  invest can be  expected to charge fees for  operating  expenses,  such as
investment advisory and administration  fees, that would be in addition to those
charged by the Funds.

         Participation Interests
         The Fund may purchase  participation  interests such as certificates of
participation in loans or instruments in which the Fund may invest directly that
are owned by banks or other  institutions.  A  participation  interest gives the
Fund an undivided proportionate interest in a loan or instrument.  Participation
interests, however, do not provide the Fund with any right to enforce compliance
by the borrower, nor any rights of set-off against the borrower and the Fund may
not  directly  benefit  from  any  collateral  supporting  the  loan in which it
purchased a participation interest. As a result, the Fund will assume the credit
risk of both the  borrower  and the  lender  that is selling  the  participation
interest.

         Repurchase Agreements

         The Fund may enter into repurchase agreements,  wherein the seller of a
security  to the Fund  agrees to  repurchase  that  security  from the Fund at a
mutually  agreed  upon  time  and  price.  The Fund may  enter  into  repurchase
agreements  only with respect to securities that could otherwise be purchased by
such Fund. All repurchase  agreements will be fully collateralized at 102% based
on values that are marked to market  daily.  The  maturities  of the  underlying
securities  in a  repurchase  agreement  transaction  may be greater than twelve
months,  although the maximum term of a repurchase agreement will always be less
than  twelve  months.  If the seller  defaults  and the value of the  underlying
securities has declined,  the Fund may incur a loss. In addition,  if bankruptcy
proceedings are commenced with respect to the seller of the security, the Fund's
disposition of the security may be delayed or limited.

         The Fund may not enter into a repurchase  agreement  with a maturity of
more than seven days, if, as a result, more than 15% of the market value of such
Fund's  total  net  assets  would be  invested  in  repurchase  agreements  with
maturities  of  more  than  seven  days,   restricted  securities  and  illiquid
securities.  The Fund will only enter into  repurchase  agreements  with primary
broker/dealers  and  commercial  banks that meet  guidelines  established by the
Board of Trustees and that are not  affiliated  with the  Advisor.  The Fund may
participate in pooled repurchase agreement transactions with other funds advised
by the Advisor.

         Reverse Repurchase Agreements

         The  Fund  may  enter  into  reverse  repurchase  agreements.   Reverse
repurchase  agreements are  transactions  in which the Fund sells a security and
simultaneously  commits to repurchase  that security from the buyer at an agreed
upon  price on an  agreed  upon  future  date.  The  resale  price in a  reverse
repurchase  agreement  reflects a market rate of interest that is not related to
the coupon rate or maturity of the sold security. For certain demand agreements,
there is no agreed upon  repurchase  date and interest  payments are  calculated
daily, often based on the prevailing  overnight repurchase rate. Because certain
of the incidents of ownership of the security are retained by the Fund,  reverse
repurchase  agreements may be viewed as a form of borrowing by the Fund from the
buyer,  collateralized  by the security sold by the Fund.  The Fund will use the
proceeds  of  reverse  repurchase  agreements  to  Fund  redemptions  or to make
investments.  In most cases  these  investments  either  mature or have a demand
feature to resell to the issuer on a date not later than the  expiration  of the
agreement.  Interest  costs  on  the  money  received  in a  reverse  repurchase
agreement  may exceed the return  received on the  investments  made by the Fund
with those  monies.  Any  significant  commitment  of the  Fund's  assets to the
reverse repurchase agreements will tend to increase the volatility of the Fund's
net asset value per share.

Stripped Securities

         The   Fund   may   purchase    Treasury    receipts,    securities   of
government-sponsored  enterprises  (GSEs), and other "stripped"  securities that
evidence  ownership  in  either  the  future  interest  payments  or the  future
principal  payments  on U.S.  Government  and other  obligations.  The  stripped
securities  the Funds may purchase are issued by the U.S.  Government (or a U.S.
Government  agency or  instrumentality)  or by  private  issuers  such as banks,
corporations and other  institutions at a discount to their face value. The Fund
will not purchase stripped  mortgage-backed  securities  ("SMBS").  The stripped
securities  purchased by the Funds  generally are  structured to make a lump-sum
payment at maturity and do not make periodic  payments of principal or interest.
Hence,  the  duration  of  these  securities  tends  to be  longer  and they are
therefore more sensitive to interest rate fluctuations  than similar  securities
that offer periodic payments over time. The stripped securities purchased by the
Funds are not subject to prepayment or extension risk.

         The Fund may purchase  participations in trusts that hold U.S. Treasury
securities  (such  as TIGRs  and  CATS) or other  obligations  where  the  trust
participations  evidence ownership in either the future interest payments or the
future principal payments on the obligations.  These participations are normally
issued at a discount  to their  "face  value,"  and can  exhibit  greater  price
volatility  than  ordinary  debt  securities  because of the way in which  their
principal and interest are returned to investors.

         U.S. Government Obligations

         The Fund may invest in  obligations  issued or  guaranteed  by the U.S.
Government,  its agencies or instrumentalities ("U.S. Government  Obligations").
Payment of principal  and  interest on U.S.  Government  Obligations  (i) may be
backed by the full faith and credit of the United States (as with U.S.  Treasury
bills and GNMA  certificates)  or (ii) may be backed  solely by the  issuing  or
guaranteeing  agency or  instrumentality  itself  (as with FNMA  notes).  In the
latter case  investors must look  principally  to the agency or  instrumentality
issuing or guaranteeing the obligation for ultimate  repayment,  which agency or
instrumentality  may be privately owned. There can be no assurance that the U.S.
Government will provide financial  support to its agencies or  instrumentalities
where it is not obligated to do so. In addition, U.S. Government Obligations are
subject to  fluctuations  in market value due to fluctuations in market interest
rates.  As a general  matter,  the  value of debt  instruments,  including  U.S.
Government  Obligations,  declines when market interest rates increase and rises
when  market  interest  rates  decrease.   Certain  types  of  U.S.   Government
Obligations are subject to fluctuations in yield or value due to their structure
or contract terms.

         Nationally Recognized Ratings Organizations

         The ratings of Moody's,  S&P,  Division of McGraw  Hill,  Duff & Phelps
Credit Rating Co., Fitch  Investors  Service,  Inc.  Thomson Bank Watch and IBCA
Inc. represent their opinions as to the quality of debt securities. It should be
emphasized,  however,  that  ratings are general and not  absolute  standards of
quality,  and debt securities  with the same maturity,  interest rate and rating
may have  different  yields  while  debt  securities  of the same  maturity  and
interest  rate with  different  ratings may have the same yield.  Subsequent  to
purchase by the Fund, an issue of debt  securities  may cease to be rated or its
rating may be reduced  below the minimum  rating  required  for  purchase by the
Funds.  The Advisor will consider such an event in determining  whether the Fund
should continue to hold the obligation.

SPECIAL CONSIDERATIONS
AFFECTING NEBRASKA MUNICIPAL OBLIGATIONS
         The concentration of the Nebraska Tax-Free Fund in securities issued by
governmental  units of only one state  exposes  the Fund to risks  greater  than
those of a more diversified  portfolio holding securities issued by governmental
units of  different  states in  different  regions  of the  country.  Nebraska's
Constitution  limits the debt the State may incur and sets certain  restrictions
on debt incurred by municipalities and political subdivisions.  Accordingly, the
availability of Nebraska municipal  securities and the economy of the State will
effect the Fund.  The following is a brief  summary of data and economic  trends
based upon  information  drawn  from  government  web sites and other  resources
publicly  available as of the date of this SAI. The Trust has not  independently
verified such information, but has no reason to believe that such information is
inaccurate in any material respect.

         Governmental Units and Finances

         Nebraska  has 93 counties,  535  incorporated  municipalities  and over
1,500 other political  subdivisions or authorities.  These include  governmental
units such as school  districts,  utility  districts,  the Nebraska  Educational
Facilities Authority, and the Nebraska Investment Finance Authority. While these
various  municipalities  and public  authorities  dominantly rely on independent
revenue  sources,  such as property  taxes,  these  entities are not immune from
State revenue short falls which lead to reductions in State aid to the entities.
Furthermore,  municipal  securities issued by public authorities in Nebraska are
not backed by the State's full faith and credit.

         Throughout the early and mid 1990s,  State and local  revenues,  in the
aggregate,  increased  each year at a rate  sufficient to cover all increases in
State and local expenditures. The ending balance in the State's general fund for
fiscal year ending 1999 was $292,993,012 and the projected ending balance of the
general fund for fiscal year ending 2000 is $145,818,044.  These ending balances
do not include  amounts  held in the State's Cash Reserve  Fund.  The  continued
increase  in  revenues  at a  level  sufficient  to  cover  current  and  future
expenditures  will depend on numerous  factors,  including the State's  economy,
property tax values, and the financial  condition of each municipality or public
authority issuing municipal securities.

         Generally,  the  municipal  securities  issued by the  State's  various
governmental units have been highly regarded. Notwithstanding,  certain Nebraska
municipal  securities  contained  unique risks.  Such  municipal  securities may
include,  without  limitation,  health care  providers,  nuclear  power  plants,
facility  offerings  and other  private  activity  bonds that lack  governmental
backing.  The Fund's  success  may be  impacted  by its  ability  to  adequately
evaluate the unique risks associated with the respective issuers.

         Economic Conditions

         During  the  mid  and  late  1990s,   Nebraska's  economy   experienced
consistent growth.  State employment  steadily increased from 880,246 in 1994 to
an  estimated  911,100 in 1999 with almost  uniform  increases  in all  non-farm
industries.  Nebraska's unemployment rate has consistently been among the lowest
rates in the Nation. From 1994 through 1999, Nebraska's unemployment rate ranged
from 2.6% to 2.9%.  Nebraska's  per capital  income,  while  below the  national
average, grew from $20,365 in 1994 to $26,412 in 1998. Nebraska also experienced
positive  net  migration  and  population  growth  in the  mid and  late  1990s,
reversing net out migration  from 1974 to 1990.  Based upon Census  information,
Nebraska's population increased from 1,621,551 in 1994 to 1,666,028 in 1999.

         Historically, national economic downturns have had less economic impact
on  Nebraska  than  other  states,  while at the same time,  Nebraska's  economy
traditionally  has not grown as fast as others in periods of  national  economic
expansion.  During the 1990s, the Nebraska economy increasingly diversified away
from being heavily dependent agriculture.  Increases in manufacturing,  services
and finance,  insurance and real estate industries have helped to more uniformly
distribute Nebraska's gross state product. However, the Nebraska economy remains
heavily  dependent upon  agriculture  and may be adversely  effected by the farm
commodities markets, changes in federal agriculture programs, and production and
weather conditions. Additionally, the diversification of the State's gross state
product  over the last  decade may effect the  Nebraska  economy's  response  to
national economic cycles.

         Nebraska's  economic  trends of the 1990s appear to be continuing  into
the year 2000. Preliminary numbers for March 2000 indicate that Nebraska's labor
force totaled 940,458 with an unemployment  rate of 2.4%.  Non-farm payroll jobs
continued to increase into January 2000. However,  manufacturing jobs in January
2000  decreased  slightly  over the year  earlier.  These  numbers  and  current
economic  forecasts  indicate that the Nebraska economy will continue to grow in
the near  future,  but growth  rates will slow due in large part to the  State's
tight labor market.

         As discussed  above,  most municipal  securities  owned by the fund are
expected to be obligations of municipalities or other governmental  units. Thus,
the actual  impact of the State's  economy and factors  that effect that State's
economy on most of the municipal securities is uncertain.  For example, a factor
that may  materially  effect the  State's  economy may or may not also effect an
individual  municipality's  financial condition or the municipality's ability to
meet its obligations pursuant to the respective municipal securities.

MANAGEMENT
         The  following   information   supplements,   and  should  be  read  in
conjunction  with,  the section in the  Prospectus  entitled  "Organization  and
Management of the Funds." The principal  occupations  during the past five years
of the  Trustees  and  principal  executive  Officer[s]  of the Trust are listed
below.  Trustees deemed to be "interested  persons" of the Trust for purposes of
the 1940 Act are indicated by an asterisk.

                                                                   Principal Occupations
Name, Age and Address                         Position             During Past 5 Years
- ---------------------                         --------             -------------------

*Robert C. Brown,  65 Trustee  Director,  Federal Farm Credit Banks Funding 5038
Kestral Parkway South Corporation and Farm Credit System Financial Sarasota,  FL
34231 Assistance Corporation since February 1993.

Donald H. Burkhardt, 70                       Trustee              Principal of the Burkhardt Law Firm.
777 South Steele Street
Denver, CO 80209

Jack S. Euphrat, 77                           Trustee              Private Investor.
415 Walsh Road
Atherton, CA  94027

Thomas S. Goho, 56                            Trustee              Business Associate Professor, Wake Forest
321 Beechcliff Court                                               University, Calloway School of Business and
Winston-Salem, NC  27104                                           Accountancy since 1994; previously Associate
                                                                   Professor of Finance.

Peter G. Gordon, 56                           Trustee              Chairman and Co-Founder of Crystal Geyser Water
Crystal Geyser Water Co.                                           Company and President of Crystal Geyser Roxane
55 Francisco Street, Suite 410                                     Water Company since 1977.
San Francisco, CA  94133

*W. Rodney Hughes, 72                         Trustee              Private Investor.
31 Dellwood Court
San Rafael, CA  94901

*Richard M. Leach, 63                         Trustee              President of Richard M. Leach Associates (a
P.O. Box 1888                                                      financial consulting firm) since 1992.
New London, NH 03257

*J. Tucker Morse, 54                          Trustee              Private Investor/Real Estate Developer; Chairman
10 Legare Street                                                   of Vault Holdings, LLC.
Charleston, SC  29401

Timothy J. Penny, 45                          Trustee              Senior Counselor to the public relations firm of
500 North State Street                                             Himle-Horner since January 1995 and Senior Fellow
Waseca, MN 56093                                                   at the Humphrey Institute, Minneapolis, Minnesota
                                                                   (a public policy organization) since January 1995.

Donald C. Willeke                             Trustee              Principal on the law firm of Willeke & Daniels
201 Ridgewood Avenue
Minneapolis, MN 55403

Michael J. Hogan                              President            Executive Vice President, Wells Fargo Bank, N.A.

Karla C. Rabusch                              Treasurer            Vice President, Wells Fargo Bank, N.A.

C. David Messman                              Secretary            Vice President, Wells Fargo Bank, N.A.

   Each  of the  Trustees  and  Officers  listed  above  act  in  the  identical
   capacities  for  Wells  Fargo  Variable  Trust  and Wells  Fargo  Core  Trust
   (collectively  the "Fund Complex").  Each Trustee receives an annual retainer
   (payable  quarterly)  of $40,000 from the Fund  Complex,  and also receives a
   combined fee of $1,000 for attendance at Fund Complex Board  meetings,  and a
   combined fee of $250 for  attendance  at committee  meetings.  If a committee
   meeting is held absent a full Board  meeting,  each  attending  Trustee  will
   receive a $1,000  combined  fee.  These fees apply  equally for  in-person or
   telephonic  meetings,  and  Trustees  are  reimbursed  for all  out-of-pocket
   expenses  related to  attending  meetings.  The  Trustees  do not receive any
   retirement  benefits  or  deferred  compensation  from the Trust or any other
   member of the Fund Complex.

         As of the date of this SAI,  Trustees  and  Officers  of the Trust as a
group beneficially owned less than 1% of the outstanding shares of the Trust.

         Investment  Advisor.  Wells  Fargo Bank  provides  investment  advisory
services  to the  Fund.  As  investment  advisor,  Wells  Fargo  Bank  furnishes
investment  guidance and policy direction in connection with the daily portfolio
management  of the Funds.  Wells Fargo Bank  furnishes  to the Trust's  Board of
Trustees  periodic  reports on the  investment  strategy and  performance of the
Fund. Wells Fargo Bank provides the Funds with, among other things, money market
and  fixed-income  research,  analysis and  statistical  and  economic  data and
information  concerning  interest rate and securities markets trends,  portfolio
composition, and credit conditions.

         As compensation for its advisory services,  Well Fargo Bank is entitled
to receive a monthly fee at the annual rate of 0.50% of the Fund's average daily
net assets.

         General.  The Fund's Advisory Contract will continue in effect for more
than two years from the  effective  date  provided the  continuance  is approved
annually (i) by the holders of a majority of the respective  Fund's  outstanding
voting  securities or by the Trust's Board of Trustees and (ii) by a majority of
the  Trustees  of the Trust who are not  parties  to the  Advisory  Contract  or
"interested  persons" (as defined in the 1940 Act) of any such party. The Fund's
Advisory  Contract may be terminated on 60 days' written  notice by either party
and will terminate automatically if assigned.

         Investment  Sub-Advisor.  Wells  Fargo Bank has engaged  Wells  Capital
Management  Incorporated ("WCM") to serve as investment sub-advisor to the Fund.
Subject to the  direction  of the  Trust's  Board of  Trustees  and the  overall
supervision  and  control  of  Wells  Fargo  Bank  and  the  Trust,   WCM  makes
recommendations  regarding the investment and reinvestment of the Fund's assets.
WCM furnishes to Wells Fargo Bank periodic  reports on the  investment  activity
and  performance of the Funds.  WCM also furnishes such  additional  reports and
information  as Wells Fargo Bank and the Trust's  Board of Trustees and officers
may reasonably request.

         As  compensation  for its  sub-advisory  services,  WCM is  entitled to
receive a monthly fee equal to an annual rate of 0.15% of the first $400 million
of the Fund's  average daily net assets,  0.125% of the next $400 million of the
Fund's net  assets,  and 0.10% of net assets  over $800  million.  This  minimum
annual fee payable to WCM does not increase the advisory fee paid by the Fund to
Wells Fargo Bank.  These fees may be paid by Wells Fargo Bank or directly by the
Fund. If the  sub-advisory  fee is paid directly by the Fund,  the  compensation
paid to Wells Fargo Bank for advisory  fees will be reduced  accordingly.  Wells
Fargo Bank may, from time to time, reallocate fees and/or services provided with
the sub-advisor.

         Administrator. The Trust has retained Wells Fargo Bank as Administrator
on behalf of the Fund. Under the  Administration  Agreement  between Wells Fargo
Bank and the Trust,  Wells Fargo Bank shall provide as administration  services,
among other things: (i) general supervision of the Fund's operations,  including
coordination  of the  services  performed  by  the  Fund's  investment  Advisor,
transfer agent, custodian,  shareholder servicing agent(s), independent auditors
and  legal  counsel,   regulatory  compliance,   including  the  compilation  of
information  for  documents  such as reports  to,  and  filings  with,  the U.S.
Securities and Exchange Commission ("SEC") and state securities commissions; and
preparation of proxy  statements and shareholder  reports for the Fund; and (ii)
general  supervision  relative  to the  compilation  of  data  required  for the
preparation of periodic reports distributed to the Trust's officers and Board of
Trustees.  Wells Fargo Bank also furnishes  office space and certain  facilities
required for conducting the Fund's business  together with ordinary clerical and
bookkeeping  services.  The  Administrator is entitled to receive a fee of up to
0.15% of the Fund's average daily net assets on an annual basis.

         Distributor.  Stephens Inc. (the "Distributor"), located at 111 Center Street, Little Rock, Arkansas  72201, serves as the
         -----------
Distributor for the Funds.

         Shareholder Servicing Agent. The Fund has approved a Servicing Plan and
has  entered  into  related  shareholder  servicing  agreements  with  financial
institutions,  including  Wells Fargo Bank.  Under the  agreements,  Shareholder
Servicing Agents  (including  Wells Fargo Bank) agree to perform,  as agents for
their customers,  administrative  services,  with respect to Fund shares,  which
include aggregating and transmitting shareholder orders for purchases, exchanges
and redemptions;  maintaining  shareholder  accounts and records;  and providing
such  other  related  services  as the  Trust or a  shareholder  may  reasonably
request. For providing  shareholder services, a Servicing Agent is entitled to a
fee from the Fund,  on an  annualized  basis,  of 0.10% of the average daily net
assets of the Institutional  Class shares owned of record or beneficially by the
customers of the  Servicing  Agent during the period for which  payment is being
made. The Servicing Plan and related forms of shareholder  servicing  agreements
were  approved by the Trust's  Board of Trustees and provide that the Fund shall
not be  obligated to make any  payments  under such Plans or related  Agreements
that exceed the maximum amounts payable under the Conduct Rules of the NASD.

         Custodian.  Wells Fargo Bank Minnesota,  N.A.  ("Wells Fargo Bank MN"),
located at Norwest Center, 6th and Marquette, Minneapolis, Minnesota 55479, acts
as  Custodian  for the Fund.  The  Custodian,  among other  things,  maintains a
custody  account or accounts in the name of the Fund,  receives and delivers all
assets  for the Fund upon  purchase  and upon  sale or  maturity,  collects  and
receives  all  income and other  payments  and  distributions  on account of the
assets of the Fund,  and pays all  expenses  of the Fund.  For its  services  as
Custodian,  Wells  Fargo  Bank MN is  entitled  to receive a fee of 0.02% of the
average daily net assets of the Fund.

         Fund Accountant.  Forum Accounting Services, LLC ("Forum Accounting"),
located at Two Portland Square, Portland, Maine 04101, serves as Fund Accountant
 for the Fund.

         For its services as Fund  Accountant,  Forum  Accounting is entitled to
receive a monthly base fee per Fund of $5,000. Forum Accounting is also entitled
to receive a fee equal to 0.0025% of the average  annual daily net assets of the
Fund and certain out-of-pocket expenses.

         Transfer and Dividend Disbursing Agent. Boston Financial Data Services,
Inc. ("BFDS"), located at Two Heritage Drive, Quincy,  Massachusetts 02171, acts
as Transfer and Dividend  Disbursing  Agent for the Funds.  For  providing  such
services,  BFDS is entitled to receive a per-account fee plus  transaction  fees
and certain out-of-pocket costs. BFDS is also entitled to receive a complex base
fee from all the Funds of the Trust,  Wells  Fargo  Core  Trust and Wells  Fargo
Variable Trust.

         Underwriting Commissions.  Stephens serves as the principal underwriter distributing securities of the Fund on a continuous
basis.
                                                PERFORMANCE CALCULATIONS

         From time to time and only to the extent the  comparison is appropriate
for the Fund or a Class of  shares,  the  Trust may  quote  the  performance  or
price-earning  ratio of the Fund or a Class of in advertising and other types of
literature  as compared  with the  performance  of the S&P Index,  the Dow Jones
Industrial Average,  the Lehman Brothers 20+ Treasury Index, the Lehman Brothers
5-7 Year Treasury Index,  Donoghue's Money Fund Averages, Real Estate Investment
Averages  (as  reported by the National  Association  of Real Estate  Investment
Trusts),  Gold Investment  Averages  (provided by the World Gold Council),  Bank
Averages  (which is  calculated  from  figures  supplied  by the U.S.  League of
Savings  Institutions  based  on  effective  annual  rates of  interest  on both
passbook and certificate  accounts),  average annualized  certificate of deposit
rates  (from the  Federal  Reserve  G-13  Statistical  Releases or the Bank Rate
Monitor),  the Salomon One Year Treasury  Benchmark  Index,  the Consumer  Price
Index (as published by the U.S.  Bureau of Labor  Statistics),  other managed or
unmanaged indices or performance data of bonds, municipal securities,  stocks or
government securities  (including data provided by Ibbotson  Associates),  or by
other services,  companies,  publications or persons who monitor mutual funds on
overall  performance  or  other  criteria.  The S&P  Index  and  the  Dow  Jones
Industrial  Average are unmanaged  indices of selected common stock prices.  The
performance  of the Fund or a class also may be compared to that of other mutual
funds having similar objectives. This comparative performance could be expressed
as a ranking  prepared  by Lipper  Analytical  Services,  Inc.,  CDA  Investment
Technologies,   Inc.,   Bloomberg   Financial  Markets  or  Morningstar,   Inc.,
independent  services which monitor the performance of mutual funds.  The Fund's
performance  will be  calculated  by relating  net asset value per share of each
class  at the  beginning  of a  stated  period  to the net  asset  value  of the
investment, assuming reinvestment of all gains distributions paid, at the end of
the period. The Fund's comparative  performance will be based on a comparison of
yields,  as described  above,  or total  return,  as reported by Lipper,  Survey
Publications, Donoghue or Morningstar, Inc.

         Any such  comparisons  may be useful to  investors  who wish to compare
past  performance of the Funds or a class of shares with the  performance of the
Fund's competitors.  Of course, past performance cannot be a guarantee of future
results.  The Trust also may include,  from time to time, a reference to certain
marketing approaches of the Distributor,  including, for example, a reference to
a potential shareholder being contacted by a selected broker or dealer.  General
mutual fund statistics  provided by the Investment Company Institute may also be
used.

         The Trust also may use the following  information in advertisements and
other types of literature, only to the extent the information is appropriate for
each class of shares of the Fund:  (i) the  Consumer  Price Index may be used to
assess the real rate of return from an investment in each class of shares of the
Fund;  (ii) other  government  statistics,  including,  but not  limited to, The
Survey of Current Business,  may be used to illustrate  investment attributes of
each class of shares of the Fund or the general economic, business,  investment,
or  financial  environment  in which  the Fund  operates;  (iii)  the  effect of
tax-deferred  compounding on the  investment  returns of each class of shares of
the Fund or on returns in general,  may be illustrated by graphs,  charts, etc.,
where such graphs or charts would compare, at various points in time, the return
from an  investment  in each class of shares of the Fund (or returns in general)
on a tax-deferred  basis  (assuming  reinvestment of capital gains and dividends
and assuming one or more tax rates) with the return on a taxable basis; and (iv)
the sectors or  industries in which the Fund invests may be compared to relevant
indices of stocks or surveys  (e.g.,  S&P  Industry  Surveys)  to  evaluate  the
historical  performance or current or potential value of each class of shares of
the Fund with respect to the particular industry or sector.

   The Trust also may use,  in  advertisements  and other  types of  literature,
   information  and statements:  (1) showing that bank savings  accounts offer a
   guaranteed  return  of  principal  and a  fixed  rate  of  interest,  but  no
   opportunity for capital growth;  and (2) describing Wells Fargo Bank, and its
   affiliates  and  predecessors,  as one of the first  investment  managers  to
   advise investment  accounts using asset allocation and index strategies.  The
   Trust  also  may  include  in  advertising  and  other  types  of  literature
   information  and other data from  reports  and  studies  prepared  by the Tax
   Foundation,  including information regarding federal and state tax levels and
   the related "Tax Freedom Day."

         The Trust also may discuss in advertising and other types of literature
that the Fund has been  assigned a rating by an NRRO,  such as  Standard  Poor's
Corporation.  Such rating would assess the  creditworthiness  of the investments
held by the Fund. The assigned rating would not be a recommendation to purchase,
sell or hold the Fund's  shares since the rating would not comment on the market
price of the  Fund's  shares  or the  suitability  of the Fund for a  particular
investor.  In  addition,  the  assigned  rating  would  be  subject  to  change,
suspension  or  withdrawal  as a result of  changes  in, or  unavailability  of,
information  relating to the Fund or its investments.  The Trust may compare the
performance of each class of shares of the Fund with other investments which are
assigned  ratings by NRROs.  Any such comparisons may be useful to investors who
wish to compare each class' past performance with other rated investments.

         From  time to  time,  the  Fund may use the  following  statements,  or
variations  thereof, in advertisements and other promotional  materials:  "Wells
Fargo Bank,  as a Shareholder  Servicing  Agent for the Wells Fargo Funds Trust,
provides  various  services to its customers that are also  shareholders  of the
Funds.  These services may include  access to Wells Fargo Funds Trust's  account
information  through Automated Teller Machines (ATMs), the placement of purchase
and  redemption   requests  for  shares  of  the  Funds  through  ATMs  and  the
availability  of combined  Wells Fargo Bank and Wells Fargo Funds Trust  account
statements."

         The  Trust  also  may  disclose,  in  advertising  and  other  types of
literature,  information  and  statements  that Wells Capital  Management,  Inc.
(formerly,  Wells Fargo Investment Management) a subsidiary of Wells Fargo Bank,
is listed in the top 100 by  Institutional  Investor  magazine  in its July 1997
survey  "America's Top 300 Money  Managers." This survey ranks money managers in
several asset  categories.  The Trust also may disclose in advertising and other
types of sales  literature the assets and categories of assets under  management
by the Trust's investment Advisor and the total amount of assets and mutual fund
assets  managed by Wells Fargo Bank.  As of June 30, 2000,  Wells Fargo Bank and
its affiliates managed over $131 billion in assets.

         The Trust may  disclose in  advertising  and other types of  literature
that investors can open and maintain Sweep Accounts over the Internet or through
other  electronic   channels   (collectively,   "Electronic   Channels").   Such
advertising and other literature may discuss the investment options available to
investors,  including  the  types of  accounts  and any  applicable  fees.  Such
advertising and other literature may disclose that Wells Fargo Bank is the first
major bank to offer an on-line application for a mutual fund account that can be
filled  out  completely  through  Electronic  Channels.  Advertising  and  other
literature  may disclose that Wells Fargo Bank may maintain Web sites,  pages or
other information sites accessible through Electronic  Channels (an "Information
Site") and may describe the  contents and features of the  Information  Site and
instruct  investors  on how to  access  the  Information  Site  and open a Sweep
Account.  Advertising  and other  literature  may also  disclose the  procedures
employed  by Wells  Fargo  Bank to secure  information  provided  by  investors,
including  disclosure  and  discussion  of the tools and services for  accessing
Electronic   Channels.   Such   advertising  or  other  literature  may  include
discussions of the advantages of  establishing  and  maintaining a Sweep Account
through Electronic  Channels and testimonials from Wells Fargo Bank customers or
employees  and  may  also  include   descriptions  of  locations  where  product
demonstrations may occur. The Trust may also disclose the ranking of Wells Fargo
Bank as one of the largest money managers in the United States.


                        DETERMINATION OF NET ASSET VALUE

         Net asset value per share for each class of the Fund is  determined  as
of the close of regular trading  (currently 1:00 p.m.  (Pacific time), 3:00 p.m.
(Central  time),  4:00  p.m.  (Eastern  time))  on each day the New  York  Stock
Exchange ("NYSE") is open for business.  Expenses and fees,  including  advisory
fees,  are  accrued  daily  and  are  taken  into  account  for the  purpose  of
determining the net asset value of the Fund's shares.

         Securities  of the Fund for which market  quotations  are available are
valued at latest  prices.  Any  security  for  which  the  primary  market is an
exchange  is  valued  at the  last  sale  price on such  exchange  on the day of
valuation  or, if there was no sale on such day,  the latest bid price quoted on
such  day.  In the case of other  Fund  securities,  including  U.S.  Government
securities but excluding money market  instruments and debt securities  maturing
in 60 days or less, the valuations are based on latest quoted bid prices.  Money
market instruments and debt securities maturing in 60 days or less are valued at
amortized  cost.  Futures  contracts  will be marked  to  market  daily at their
respective settlement prices determined by the relevant exchange.  Prices may be
furnished by a reputable  independent  pricing  service  approved by the Trust's
Board of Trustees.  Prices  provided by an  independent  pricing  service may be
determined without exclusive reliance on quoted prices and may take into account
appropriate  factors  such as  institutional-size  trading in similar  groups of
securities,  yield,  quality,  coupon  rate,  maturity,  type of issue,  trading
characteristics  and other market data. All other securities and other assets of
the Fund for which  current  market  quotations  are not readily  available  are
valued  at fair  value  as  determined  in good  faith by the  Trust's  Board of
Trustees and in accordance with procedures adopted by the Trustees.


                 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

         Shares  of the  Fund may be  purchased  on any day the Fund is open for
business. The Fund is open for business each day the NYSE is open for trading (a
"Business Day"). Currently,  the NYSE is closed on New Year's Day, Martin Luther
King, Jr. Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence  Day,
Labor Day,  Thanksgiving  Day and  Christmas  Day (each a  "Holiday").  When any
Holiday  falls on a  weekend,  the  NYSE  typically  is  closed  on the  weekday
immediately before or after such Holiday.

         Payment for shares may, in the  discretion  of the advisor,  be made in
the form of  securities  that are  permissible  investments  for the  Fund.  For
further  information  about this form of payment please contact the Distributor.
In connection with an in-kind securities payment,  the Fund will require,  among
other things, that the securities be valued on the day of purchase in accordance
with  the  pricing  methods  used  by the  Fund  and  that  such  Fund  receives
satisfactory  assurances that (i) it will have good and marketable  title to the
securities  received  by it;  (ii) that the  securities  are in proper  form for
transfer to the Fund; and (iii) adequate information will be provided concerning
the basis and other matters relating to the securities.

         Under the 1940 Act,  the Fund may  suspend the right of  redemption  or
postpone the date of payment  upon  redemption  for any period  during which the
NYSE is closed (other than  customary  weekend and holiday  closings,  or during
which trading is restricted, or during which as determined by the SEC by rule or
regulation)  an emergency  exists as a result of which  disposal or valuation of
portfolio securities is not reasonably  practicable,  or for such periods as the
SEC may permit.  The Trust may also redeem shares  involuntarily or make payment
for redemption in securities or other  property if it appears  appropriate to do
so in light of the Trust's responsibilities under the 1940 Act. In addition, the
Trust may  redeem  shares  involuntarily  to  reimburse  the Fund for any losses
sustained  by reason of the failure of a  shareholder  to make full  payment for
shares purchased or to collect any charge relating to a transaction effected for
the  benefit  of a  shareholder  which is  applicable  to  shares of the Fund as
provided from time to time in the Prospectus.


                             PORTFOLIO TRANSACTIONS

         The Trust has no obligation to deal with any dealer or group of dealers
in the execution of  transactions in portfolio  securities.  Subject to policies
established  by the Trust's Board of Trustees,  Wells Fargo Bank is  responsible
for the Fund's portfolio decisions and the placing of portfolio transactions. In
placing orders,  it is the policy of the Trust to obtain the best results taking
into account the dealer's general execution and operational facilities, the type
of  transaction  involved  and  other  factors  such  as the  dealer's  risk  in
positioning  the securities  involved.  While Wells Fargo Bank  generally  seeks
reasonably competitive spreads or commissions, the Funds will not necessarily be
paying the lowest spread or commission available.

         Purchases and sales of non-equity  securities usually will be principal
transactions. Portfolio securities normally will be purchased or sold from or to
dealers  serving as market makers for the  securities  at a net price.  The Fund
also will  purchase  portfolio  securities  in  underwritten  offerings  and may
purchase securities directly from the issuer.  Generally,  municipal obligations
and taxable money market securities are traded on a net basis and do not involve
brokerage  commissions.  The cost of executing the Fund's  portfolio  securities
transactions   will  consist   primarily  of  dealer  spreads  and  underwriting
commissions.  Under  the  1940  Act,  persons  affiliated  with  the  Trust  are
prohibited  from  dealing with the Trust as a principal in the purchase and sale
of securities  unless an exemptive order allowing such  transactions is obtained
from the SEC or an  exemption  is  otherwise  available.  The Fund may  purchase
securities from underwriting syndicates of which Stephens or Wells Fargo Bank is
a member under certain  conditions in accordance  with the  provisions of a rule
adopted  under the 1940 Act and in  compliance  with  procedures  adopted by the
Board of Trustees.

         Wells Fargo Bank,  as Advisor to the Fund,  may,  in  circumstances  in
which two or more dealers are in a position to offer comparable  results for the
Fund  portfolio  transaction,  give  preference  to a dealer  that has  provided
statistical  or other  research  services  to Wells Fargo  Bank.  By  allocating
transactions in this manner, Wells Fargo Bank is able to supplement its research
and analysis with the views and information of securities firms.  Information so
received will be in addition to, and not in lieu of, the services required to be
performed by Wells Fargo Bank under the Advisory Contracts,  and the expenses of
Wells Fargo Bank will not  necessarily  be reduced as a result of the receipt of
this supplemental research information. Furthermore, research services furnished
by dealers through which Wells Fargo Bank places securities transactions for the
Fund may be used by Wells Fargo Bank in servicing  its other  accounts,  and not
all of  these  services  may be used by  Wells  Fargo  Bank in  connection  with
advising the Funds.

         Portfolio  Turnover.  The  portfolio  turnover  rate is not a  limiting
factor when Wells Fargo Bank deems portfolio changes appropriate. Changes may be
made in the portfolios consistent with the investment objectives and policies of
the Funds  whenever such changes are believed to be in the best interests of the
Funds and their  shareholders.  The  portfolio  turnover  rate is  calculated by
dividing the lesser of purchases or sales of portfolio securities by the average
monthly  value  of  the  Fund's  portfolio  securities.  For  purposes  of  this
calculation,  portfolio securities exclude all securities having a maturity when
purchased  of one year or  less.  Portfolio  turnover  generally  involves  some
expenses to the Fund,  including  brokerage  commissions or dealer  mark-ups and
other  transaction costs on the sale of securities and the reinvestment in other
securities.  Portfolio  turnover also can generate  short-term  capital gain tax
consequences.  Portfolio turnover rate is not a limiting factor when Wells Fargo
Bank deems portfolio changes appropriate.


                                  FUND EXPENSES

   As of the date of this SAI,  Wells Fargo Bank is  contractually  obligated to
   reimburse the Fund for some of its  operating  expenses or to waive a portion
   of the fees  payable to it in order to maintain a certain  operating  expense
   ratio.  The  contract  remains  in effect  unless the Board acts to reduce or
   eliminate such waivers. Actual waivers will reduce expenses and, accordingly,
   have a favorable impact on the Fund's performance.

   Except for the  expenses  borne by Wells Fargo Bank and  Stephens,  the Trust
   bears  all  costs  of  its  operations,  including  the  compensation  of its
   Trustees,  who are not affiliated with Stephens or Wells Fargo Bank or any of
   their affiliates;  advisory,  shareholder  servicing and administration fees;
   payments pursuant to any Plan; interest charges;  taxes; fees and expenses of
   its  independent  auditors,  legal  counsel,   transfer  agent  and  dividend
   disbursing  agent;  expenses of redeeming  shares;  expenses of preparing and
   printing   Prospectuses   (except  the   expense  of  printing   and  mailing
   Prospectuses used for promotional purposes, unless otherwise payable pursuant
   to a Plan),  shareholders' reports,  notices, proxy statements and reports to
   regulatory  agencies;  insurance  premiums and certain  expenses  relating to
   insurance coverage;  trade association  membership dues;  brokerage and other
   expenses  connected  with the execution of portfolio  transactions;  fees and
   expenses of its custodian, including those for keeping books and accounts and
   calculating  the  net  asset  value  per  share  of  the  Fund;  expenses  of
   shareholders' meetings;  expenses relating to the issuance,  registration and
   qualification of the Fund's shares; pricing services, organizational expenses
   and any extraordinary expenses. Expenses attributable to the Fund are charged
   against Fund assets. General expenses of the Trust are allocated among all of
   the funds of the Trust,  including the Fund, in a manner proportionate to the
   net assets of the Fund, on a  transactional  basis, or on such other basis as
   the Trust's Board of Trustees deems equitable.


                                  INCOME TAXES

         The following information supplements and should be read in conjunction
with  the  Prospectus  section  entitled  "Taxes."  The  Prospectus  of the Fund
generally describes the tax treatment of distributions by the Fund. This section
of the SAI  includes  additional  information  concerning  federal and  Nebraska
income taxes.

         General.  The  Trust  intends  to  continue  to  qualify  the Fund as a
regulated  investment company under Subchapter M of the Internal Revenue Code of
1986,  as amended (the  "Code"),  as long as such  qualification  is in the best
interests  of the  Fund's  shareholders.  The Fund will be treated as a separate
entity for  federal  income  tax  purposes.  Thus,  the  provisions  of the Code
applicable  to  regulated   investment   companies  generally  will  be  applied
separately  to the  Fund,  rather  than to the  Trust as a whole.  In  addition,
capital gains, net investment  income, and operating expenses will be determined
separately for the Fund. As a regulated investment company, the Fund will not be
taxed  on  its  net  investment  income  and  capital  gain  distributed  to its
shareholders.

         Qualification  as  a  regulated   investment  company  under  the  Code
requires,  among other  things,  that the Fund derive at least 90% of its annual
gross  income  from  dividends,  interest,  certain  payments  with  respect  to
securities  loans,  gains  from  the  sale or  other  disposition  of  stock  or
securities or foreign currencies (to the extent such currency gains are directly
related to the regulated investment company's principal business of investing in
stock or securities) and other income (including, but not limited to, gains from
options,  futures or forward  contracts) derived with respect to its business of
investing  in such  stock,  securities  or  currencies;  and (b)  diversify  its
holdings so that, at the end of each quarter of the taxable  year,  (i) at least
50% of the market value of the Fund's assets is represented by cash,  government
securities  and other  securities  limited  in  respect  of any one issuer to an
amount  not  greater  than 5% of the Fund's  assets  and 10% of the  outstanding
voting securities of such issuer, and (ii) not more than 25% of the value of its
assets  is  invested  in the  securities  of any one  issuer  (other  than  U.S.
Government   obligations  and  the  securities  of  other  regulated  investment
companies),  or in two or more  issuers  which the Fund  controls  and which are
determined to be engaged in the same or similar trades or businesses.

         The Fund  must  also  distribute  or be  deemed  to  distribute  to its
shareholders  at least 90% of its net  investment  income  (including,  for this
purpose,  net short-term  capital gain) earned in each taxable year. In general,
these  distributions  must actually or be deemed to be made in the taxable year.
However,  in certain  circumstances,  such  distributions  may be made in the 12
months  following  the  taxable  year.  Furthermore,  distributions  declared in
October,  November or December of one taxable year and paid by January 31 of the
following  taxable  year will be  treated  as paid by  December  31 of the first
taxable  year.  The  Fund  intends  to pay  out  substantially  all  of its  net
investment income and net realized capital gains (if any) for each year.

         Excise Tax. A 4%  nondeductible  excise tax will be imposed on the Fund
(other than to the extent of its  tax-exempt  interest  income) to the extent it
does not  meet  certain  minimum  distribution  requirements  by the end of each
calendar  year.  The  Fund  intends  to  actually  or be  deemed  to  distribute
substantially  all of its net investment income and net capital gains by the end
of each calendar year and, thus, expects not to be subject to the excise tax.

         Taxation  of Fund  Investments.  Except as provided  herein,  gains and
losses on the sale of  portfolio  securities  by the Fund  generally  be capital
gains and losses.  Such gains and losses will  ordinarily  be long-term  capital
gains and losses if the securities  have been held by the Fund for more than one
year at the time of disposition of the securities.

         Gains  recognized on the disposition of a debt obligation  purchased by
the Fund at a market  discount  (generally  at a price  less than its  principal
amount)  will be treated  as  ordinary  income to the  extent of the  portion of
market discount which accrued, but was not previously  recognized pursuant to an
available election, during the term the Fund held the debt obligation.

         If the  Fund  enters  into a  "constructive  sale"  of any  appreciated
position in stock, a partnership interest, or certain debt instruments, the Fund
must  recognize  gain (but not loss)  with  respect to that  position.  For this
purpose,  a  constructive  sale  occurs  when  the Fund  enters  into one of the
following  transactions  with  respect  to the same or  substantially  identical
property:  (i) a short sale; (ii) an offsetting notional principal contract;  or
(iii) a futures or forward contract.

         Capital Gain  Distributions.  Distributions which are designated by the
Fund as capital gain  distributions  will be taxed to  shareholders as long-term
term capital gain (to the extent such  dividends do not exceed the Fund's actual
net capital gain for the taxable year), regardless of how long a shareholder has
held  Fund  shares.  Such  distributions  will be  designated  as  capital  gain
distributions  in a written  notice mailed by the Fund to its  shareholders  not
later than 60 days after the close of the Fund's taxable year.

         Disposition of Fund Shares.  A disposition of Fund shares pursuant to a
redemption  (including  a  redemption  in-kind) or an exchange  will  ordinarily
result in a taxable  capital gain or loss,  depending on the amount received for
the shares (or are deemed to receive in the case of an exchange) and the cost of
the shares.

         If a shareholder  exchanges or otherwise disposes of Fund shares within
90 days of having  acquired  such shares and if, as a result of having  acquired
those shares, the shareholder  subsequently pays a reduced sales charge on a new
purchase of shares of the Fund or a different regulated  investment company, the
sales charge  previously  incurred in acquiring  the Fund's  shares shall not be
taken into account (to the extent such previous  sales charges do not exceed the
reduction in sales charges on the new  purchase) for the purpose of  determining
the  amount of gain or loss on the  disposition,  but will be  treated as having
been incurred in the  acquisition of such other shares.  Also, any loss realized
on a  redemption  or  exchange of shares of the Fund will be  disallowed  to the
extent that substantially identical shares are acquired within the 61-day period
beginning 30 days before and ending 30 days after the shares are disposed of.

         If a shareholder receives a designated capital gain distribution (to be
treated by the shareholder as a long-term capital gain) with respect to any Fund
share and such Fund share is held for six months or less, then (unless otherwise
disallowed)  any loss on the sale or exchange of that Fund share will be treated
as a  long-term  capital  loss to the  extent  of the  designated  capital  gain
distribution.  In addition, if a shareholder holds Fund shares for six months or
less, any loss on the sale or exchange of those shares will be disallowed to the
extent of the amount of  exempt-interest  dividends received with respect to the
shares. The Treasury Department is authorized to issue regulations  reducing the
six months  holding  requirement  to a period of not less than the greater of 31
days or the  period  between  regular  dividend  distributions  where  the  Fund
regularly  distributes at least 90% of its net tax-exempt  interest,  if any. No
such  regulations  have  been  issued  as of the  date of  this  SAI.  The  loss
disallowance  rules  described in this paragraph do not apply to losses realized
under a periodic redemption plan.

         Federal  Income Tax Rates.  As of the printing of this SAI, the maximum
individual tax rate  applicable to ordinary  income is 39.6% (marginal tax rates
may be higher  for some  individuals  to  reduce or  eliminate  the  benefit  of
exemptions and deductions);  the maximum individual marginal tax rate applicable
to net capital gain is 20%; and the maximum  corporate  tax rate  applicable  to
ordinary  income and net capital gain is 35%  (marginal  tax rates may be higher
for some  corporations  to reduce or  eliminate  the  benefit of lower  marginal
income tax  rates).  Naturally,  the amount of tax payable by an  individual  or
corporation will be affected by a combination of tax laws covering, for example,
deductions, credits, deferrals, exemptions, sources of income and other matters.

         Backup Withholding.  The Trust may be required to withhold,  subject to
certain exemptions, at a rate of 31% ("backup withholding") on all distributions
and  redemption  proceeds  (including  proceeds from  exchanges and  redemptions
in-kind)  paid  or  credited  to an  individual  Fund  shareholder,  unless  the
shareholder certifies that the "taxpayer identification number" ("TIN") provided
is correct and that the shareholder is not subject to backup withholding, or the
IRS  notifies  the Trust that the  shareholder's  TIN is  incorrect  or that the
shareholder  is  subject  to  backup  withholding.  Such tax  withheld  does not
constitute any additional tax imposed on the shareholder,  and may be claimed as
a tax payment on the  shareholder's  Federal income tax return. An investor must
provide a valid TIN upon opening or  reopening an account.  Failure to furnish a
valid TIN to the Trust also could  subject the investor to penalties  imposed by
the IRS.


     Foreign Shareholders.  Under the Code, distributions attributable to income
on taxable  investments,  net  short-term  capital gain and certain  other items
realized by the Fund and paid to a nonresident alien  individual,  foreign trust
(i.e.,  trust which a U.S. court is able to exercise  primary  supervision  over
administration  of that trust and one or more U.S.  persons  have  authority  to
control substantial  decisions of that trust),  foreign estate (i.e., the income
of which is not subject to U.S. tax regardless of source),  foreign corporation,
or foreign  partnership (each, a "foreign  shareholder") will be subject to U.S.
withholding  tax (at a rate  of 30% or a  lower  treaty  rate,  if  applicable).
Withholding  will not  apply  if a  distribution  paid by the Fund to a  foreign
shareholder is "effectively  connected" with a U.S. trade or business (or, if an
income tax treaty applies, is attributable to a U.S. permanent  establishment of
the  foreign   shareholder),   in  which  case  the  reporting  and  withholding
requirements  applicable to U.S. persons will apply.  Capital gain distributions
generally are not subject to tax withholding.


         New Regulations. On October 6, 1997, the Treasury Department issued new
regulations  (the "New  Regulations")  which make certain  modifications  to the
backup withholding,  U.S. income tax withholding and information reporting rules
applicable  to foreign  shareholders.  The New  Regulations  will  generally  be
effective  for  payments  made  after  December  31,  2000,  subject  to certain
transition rules.  Among other things, the New Regulations will permit the Funds
to  estimate  the  portion of their  distributions  qualifying  as capital  gain
distributions for purposes of determining the portion of such distributions paid
to foreign  shareholders that will be subject to federal income tax withholding.
Prospective  investors are urged to consult their own tax advisors regarding the
New Regulations.

         Tax-Exempt  Investors and Tax-Deferred  Plans. Shares of the Fund would
not be suitable investments for tax-exempt  institutions and may not be suitable
for retirement  plans qualified under Section 401 of the Code, H.R. 10 plans and
IRAs,  since such plans and accounts are generally  tax-exempt  and,  therefore,
would not  benefit  from the  exempt  status of  dividends  from the Fund.  Such
dividends may  ultimately be taxable to the  beneficiaries  when  distributed to
them.

         Additional  Considerations for the Nebraska Tax-Free Fund. Individuals,
trusts,  estates and corporations subject to the Nebraska income tax will not be
subject to such tax on dividends  paid by the Nebraska  Tax-Free Fund so long as
the Fund continues as a regulated investment company and to the extent that such
dividends  qualify as  exempt-interest  dividends  and are  attributable  to (i)
interest  earned  on  Nebraska  municipal  securities  to the  extent  that such
interest is  specifically  exempt from the Nebraska  income tax and the Nebraska
alternative minimum tax; or (ii) interest on obligations of the United States or
its territories and possessions to the extent included in federal adjusted gross
income but exempt from state income  taxes under the laws of the United  States.
Distributions,  characterized as long-term  capital gains for federal income tax
purposes  will  generally  receive the same  characterization  for  Nebraska tax
purposes.  Additionally,  if a shareholder is subject to the Nebraska  financial
institutions' franchise tax, fund dividends may effect the determination of such
shareholder's franchise tax.

         All shareholders of the Nebraska  Tax-Free Fund should consultant their
own tax  advisors  about  other  State  and  local  tax  consequences  of  their
investment in the Fund.

         Other  Matters.  Investors  should be aware that the  investments to be
made by the Fund may involve  sophisticated  tax rules that may result in income
or gain  recognition  by the Fund without  corresponding  current cash receipts.
Although the Fund will seek to avoid  significant  noncash income,  such noncash
income could be recognized  by the Fund,  in which case the Fund may  distribute
cash  derived  from  other  sources  in order to meet the  minimum  distribution
requirements described above.

         The  foregoing   discussion  and  the  discussions  in  the  Prospectus
applicable  to each  shareholder  address  only some of the  federal  income and
Nebraska tax considerations  generally  affecting  investments in the Fund. Each
investor is urged to consult his or her tax advisor regarding specific questions
as to federal, state, local and foreign taxes.

CAPITAL STOCK
         The Fund is one of the funds in the Wells Fargo  Funds Trust  family of
funds. The Trust was organized as a Delaware business trust on March 10, 1999.

         Most of the Trust's funds are authorized to issue  multiple  classes of
shares,  one class  generally  subject to a front-end  sales charge and, in some
cases, classes subject to a  contingent-deferred  sales charge, that are offered
to retail  investors.  Certain of the Trust's funds also are authorized to issue
other classes of shares,  which are sold primarily to  institutional  investors.
Each share in the Fund represents an equal,  proportionate  interest in the Fund
with other shares.  Please contact Shareholder Services at 1-800-222-8222 if you
would like additional information about other funds offered.

         All  shares of the Fund have equal  voting  rights and will be voted in
the aggregate, and not by series, except where voting by a series is required by
law or where the matter involved only affects one series.  For example, a change
in the Fund's fundamental investment policy affects only one series and would be
voted upon only by shareholders of the Fund involved. Additionally,  approval of
an  advisory  contract,  since it  affects  only  one  Fund,  is a matter  to be
determined  separately by Series.  Approval by the shareholders of one Series is
effective as to that Series  whether or not  sufficient  votes are received from
the shareholders of the other Series to approve the proposal as to those Series.

         As used in the  Prospectus and in this SAI, the term  "majority,"  when
referring to approvals to be obtained from  shareholders of a Class of shares of
the  Fund,  means the vote of the  lesser of (i) 67% of the  shares of the Class
represented  at a meeting  if the  holders  of more than 50% of the  outstanding
shares of the Class are present in person or by proxy,  or (ii) more than 50% of
the  outstanding  shares  of the Class of the Fund.  The term  "majority,"  when
referring to approvals to be obtained from  shareholders of the Fund,  means the
vote of the lesser of (i) 67% of the shares of the Fund represented at a meeting
if the  holders  of more  than  50% of the  outstanding  shares  of the Fund are
present in person or by proxy, or (ii) more than 50% of the  outstanding  shares
of the Fund. The term "majority," when referring to the approvals to be obtained
from  shareholders of the Trust as a whole,  means the vote of the lesser of (i)
67% of the Trust's  shares  represented at a meeting if the holders of more than
50% of the Trust's outstanding shares are present in person or by proxy, or (ii)
more than 50% of the Trust's outstanding shares.

         Shareholders are not entitled to any preemptive  rights. All shares are
issued in  uncertificated  form only,  and, when issued,  will be fully paid and
non-assessable  by the Trust.  The Trust may dispense with an annual  meeting of
shareholders in any year in which it is not required to elect Trustees under the
1940 Act.

         Each share of the Fund represents an equal proportional interest in the
Fund with each other share and is entitled to such  dividends and  distributions
out of the income earned on the assets  belonging to the Fund as are declared in
the discretion of the Trustees.  In the event of the  liquidation or dissolution
of the  Trust,  shareholders  of the Fund are  entitled  to  receive  the assets
attributable  to  that  Fund  that  are  available  for   distribution,   and  a
distribution  of any general  assets not  attributable  to a particular  Fund or
portfolio that are available for  distribution  in such manner and on such basis
as the Trustees in their sole discretion may determine.

   Set  forth  below,  as of July 24,  2000,  is the  name,  address  and  share
   ownership  of each  person  known by the Trust to have  beneficial  or record
   ownership  of 5% or more of a class of the  Fund or 5% or more of the  voting
   securities as a whole. The term "N/A" is used where a shareholder holds 5% or
   more of a class, but less than 5% of the Fund as a whole.

                        5% Ownership AS OF JULY 24, 2000

                                                                                Type of       Percentage
               Fund                            Name and Address                Ownership        of Class

NEBRASKA TAX-FREE
   Institutional Class                 Stephens Inc.                             Record           100%
                                       111 Center Street, Suite 300
                                       Little Rock, AR  72201



   For purposes of the 1940 Act, any person who owns  directly or through one or
   more controlled companies more than 25% of the voting securities of a company
   is presumed to  "control"  such  company.  Accordingly,  to the extent that a
   shareholder identified in the foregoing table is identified as the beneficial
   holder of more than 25% of a class (or Fund),  or is identified as the holder
   of  record  of more  than 25% of a class  (or  Fund)  and has  voting  and/or
   investment powers, it may be presumed to control such class (or Fund).


                                      OTHER

   The Trust's Registration Statement,  including the Prospectus and SAI for the
   Funds and the exhibits filed therewith,  may be examined at the office of the
   U.S.  Securities  and Exchange  Commission  in  Washington,  D.C.  Statements
   contained in the  Prospectus or the SAI as to the contents of any contract or
   other document  referred to herein or in the  Prospectus are not  necessarily
   complete,  and,  in each  instance,  reference  is  made to the  copy of such
   contract or other document filed as an exhibit to the Registration Statement,
   each such statement being qualified in all respects by such reference.


                                     COUNSEL

   Morrison  &  Foerster  LLP,  2000  Pennsylvania  Avenue,  N.W.,  Suite  5500,
   Washington, D.C. 20006, as counsel for the Trust, has rendered its opinion as
   to certain legal matters  regarding the due  authorization and valid issuance
   of the  shares of  beneficial  interest  being  sold  pursuant  to the Fund's
   Prospectus.


                              INDEPENDENT AUDITORS

   KPMG LLP has been selected as the  independent  auditors for the Trust.  KPMG
   LLP provides  audit  services,  tax return  preparation  and  assistance  and
   consultation  in  connection  with review of certain SEC filings.  KPMG LLP's
   address is Three Embarcadero Center, San Francisco, California 94111.






<PAGE>


                                                    A-2
                                                        APPENDIX

         The following is a description  of the ratings given by Moody's and S&P
to corporate and municipal  bonds,  municipal notes, and corporate and municipal
commercial paper.

         Corporate Bonds

         Moody's:  The four highest ratings for corporate bonds are "Aaa," "Aa,"
"A" and "Baa."  Bonds  rated  "Aaa" are judged to be of the "best  quality"  and
carry the  smallest  amount of  investment  risk.  Bonds rated "Aa" are of "high
quality by all  standards,"  but margins of  protection  or other  elements make
long-term risks appear somewhat greater than "Aaa" rated bonds.  Bonds rated "A"
possess many  favorable  investment  attributes  and are  considered to be upper
medium grade  obligations.  Bonds rated "Baa" are  considered to be medium grade
obligations;  interest  payments and principal  security appear adequate for the
present,   but   certain   protective   elements   may  be  lacking  or  may  be
characteristically  unreliable  over any great  length of time.  Such bonds lack
outstanding   investment   characteristics   and  in   fact   have   speculative
characteristics as well. Moody's also applies numerical  modifiers in its rating
system: 1, 2 and 3 in each rating category from "Aa" through "Baa" in its rating
system.  The modifier 1 indicates  that the security  ranks in the higher end of
its category;  the modifier 2 indicates a mid-range ranking;  and the modifier 3
indicates that the issue ranks in the lower end.

         S&P: The four highest  ratings for corporate  and  municipal  bonds are
"AAA," "AA," "A" and "BBB." Bonds rated "AAA" have the "highest rating" assigned
by S&P and have  "an  extremely  strong  capacity"  to pay  interest  and  repay
principal.  Bonds rated "AA" have a "very  strong  capacity" to pay interest and
repay  principal  and "differ from the highest rated  obligations  only in small
degree."  Bonds rated "A" have a "strong  capacity"  to pay  interest  and repay
principal,  but are "somewhat more susceptible" to adverse effects of changes in
economic   conditions  or  other   circumstances  than  bonds  in  higher  rated
categories.  Bonds  rated  "BBB" are  regarded  as having  "adequate  protection
parameters"  to pay  interest  and repay  principal,  but  changes  in  economic
conditions  or  other  circumstances  are  more  likely  to lead to a  "weakened
capacity"  to make  such  repayments.  The  ratings  from  "AA" to "BBB"  may be
modified  by the  addition  of a plus or minus  sign to show  relative  standing
within the category.

         Commercial Paper

   Moody's: The highest rating for commercial paper is "P-1" (Prime-1).  Issuers
   rated "P-1" have a "superior  ability for repayment of senior short-term debt
   obligations."  Issuers  rated "P-2"  (Prime-2)  "have a strong  capacity  for
   repayment of senior short-term debt obligations," but earnings trends,  while
   sound, will be subject to more variation.



<PAGE>


   S&P: The "A-1" rating for commercial paper is rated "in the highest category"
   by S&P and "the  obligor's  capacity to meet its financial  commitment on the
   obligation  is strong." The "A-1+"  rating  indicates  that said  capacity is
   "extremely   strong."  The  A-2  rating   indicates  that  said  capacity  is
   "satisfactory," but that corporate and municipal commercial paper rated "A-2"
   is  "more  susceptible"  to  the  adverse  effects  of  changes  in  economic
   conditions  or other  circumstances  than  commercial  paper  rated in higher
   rating categories.




<PAGE>


                                                    C-6
                             WELLS FARGO FUNDS TRUST
                         File Nos. 333-74295; 811-09253

                                     PART C
                                OTHER INFORMATION

Item 23.      Exhibits.
              --------

      Exhibit
      Number                                      Description

        (a)                   -  Amended and Restated Declaration of Trust,
                                 incorporated by reference to Post-Effective
                                 Amendment No. 8, filed December 17, 1999.

        (b)                   -  Not applicable.

        (c)                   -  Not applicable.

        (d)(1)(i)             -  Investment Advisory Agreement with Wells Fargo
                                 Bank, N.A., incorporated by reference to
                                 Post-Effective Amendment No. 8, filed December 17, 1999.

                (ii)          -  Fee and Expense Agreement between Wells Fargo Funds Trust and Wells Fargo Bank, N.A.

             (2)(i)           -  Sub-Advisory Contract with Barclays Global Fund Advisors, incorporated by reference to
                                 Post-Effective Amendment No. 8, filed December 17, 1999.

                  (ii)        -  Sub-Advisory Contract with Galliard Capital Management, Inc., incorporated by reference to
                                 Post-Effective Amendment No. 8, filed December 17, 1999.

                  (iii)       -  Sub-Advisory Contract with Peregrine Capital Management, Inc., incorporated by reference to
                                 Post-Effective Amendment No. 8, filed December 17, 1999.

                  (iv)        -  Sub-Advisory Contract with Schroder Capital Management, Inc., incorporated by reference to
                                 Post-Effective Amendment No. 8, filed December 17, 1999.

                  (v)         -  Sub-Advisory Contract with Smith Asset Management, L.P., filed herewith.

                  (vi)        -  Form of Sub-Advisory Contract with Wells Capital Management, Inc., incorporated by reference to
                                 Post-effective Amendment No. 1, filed May 28, 1999.

        (e)(i)                -  Form of Distribution Agreement along with Form of Selling Agreement, incorporated by reference to
                                 Post-effective Amendment No. 1, filed May 28, 1999.

            (ii)              -  Distribution Plan, incorporated by reference to Post-Effective Amendment No. 8, filed December 17,
                                 1999.

        (f)                   -  Not applicable.

        (g)(1)                -  Custody Agreement with Barclays Global Investors, N.A., incorporated by reference to Post-Effective
                                 Amendment No. 8, filed December 17, 1999.

             (2)              -  Custody Agreement with Norwest Bank Minnesota, N.A., incorporated by reference to Post-Effective
                                 Amendment No. 8, filed December 17, 1999.

             (3)              -  Securities Lending Agreement by and among Wells Fargo Funds Trust, Wells
                                 Fargo Bank, N.A. and Norwest Bank Minnesota, N.A., incorporated by reference to Post-Effective
                                 Amendment No. 8, filed December 17, 1999.

        (h)(1)                -  Administration Agreement with Wells Fargo Bank, N.A., incorporated by reference to Post-Effective
                                 Amendment No. 8, filed December 17, 1999.

             (2)(i)           -  Fund Accounting Agreement, incorporated by reference to Post-Effective Amendment No. 9, filed
                                 February 1, 2000.

             (3)              -  Transfer Agency and Service Agreement with Boston Financial Data Services, Inc., incorporated by
                                 reference to Post-Effective Amendment No. 8, filed December 17, 1999.

             (4)              -  Shareholder Servicing Plan, incorporated by reference to Post-Effective Amendment No. 8, filed
                                 December 17, 1999.

             (5)              -  Form of Shareholder Servicing Agreement, incorporated by reference to Post-Effective Amendment
                                 No. 8, filed December 17, 1999.

        (i)                   -  Legal Opinion, filed herewith.

        (j)(1)                -  Power of Attorney, Robert C. Brown

            (2)               -  Power of Attorney, Donald H. Burkhardt

            (3)               -  Power of Attorney, Jack S. Euphrat

            (4)               -  Power of Attorney, Thomas S. Goho

            (5)               -  Power of Attorney, Peter G. Gordon

            (6)               -  Power of Attorney, W. Rodney Hughes

            (7)               -  Form of Power of Attorney, Richard M. Leach

            (8)               -  Power of Attorney, J. Tucker Morse

            (9)               -  Power of Attorney, Timothy J. Perry

            (10)              -  Power of Attorney, Donald C. Willeke

            (11)              -  Power of Attorney, Michael J. Hogan

            (12)              -  Power of Attorney, Karla M. Rabusch

        (k)                   -  Not applicable.

        (l)                   -  Not applicable.

        (m)                   -  Rule 12b-1 Plan, incorporated by reference to Post-effective Amendment No. 8, filed December
                                 17, 1999.

        (n)                   -  Rule 18f-3 Plan, incorporated by reference to Post-Effective Amendment No. 8, filed December
                                 17, 1999.

        (p)                   -  Code of Ethics, filed herewith.


Item 24.        Persons Controlled by or Under Common Control with the Fund.
                -----------------------------------------------------------

                Registrant  believes  that no person is  controlled  by or under
common control with Registrant.


Item 25.        Indemnification.
                ---------------

                Article V of the  Registrant's  Declaration  of Trust limits the
liability and, in certain instances,  provides for mandatory  indemnification of
the Registrant's trustees, officers, employees, agents and holders of beneficial
interests  in the  Trust and its four  Funds.  In  addition,  the  Trustees  are
empowered under Section 3.9 of the  Registrant's  Declaration of Trust to obtain
such insurance policies as they deem necessary.


Item 26.        Business and Other Connections of Investment Adviser.
                ----------------------------------------------------

                (a) Wells Fargo Bank, N.A.  ("Wells Fargo Bank"), a wholly owned
subsidiary of Wells Fargo & Company,  serves as investment adviser to all of the
Registrant's  investment  portfolios,  and to certain other registered  open-end
management  investment  companies.  Wells  Fargo  Bank's  business  is that of a
national  banking  association  with  respect to which it  conducts a variety of
commercial banking and trust activities.

                To  the  knowledge  of  Registrant,  none  of the  directors  or
executive  officers  of Wells  Fargo Bank is or has been at any time  during the
past two fiscal years  engaged in any other  business,  profession,  vocation or
employment of a substantial nature,  except that certain executive officers also
hold various positions with and engage in business for Wells Fargo & Company.

                (b)  Barclays  Global Fund  Advisors  ("BGFA"),  a  wholly-owned
subsidiary of Barclays Global  Investors,  N.A.  ("BGI",  formerly,  Wells Fargo
Institutional  Trust  Company),  serves as an advisor or  sub-adviser to various
Funds of the Trust and as  adviser or  sub-adviser  to  certain  other  open-end
management  investment  companies.  The  description of BGFA in Parts A and B of
this Registration  Statement is incorporated by reference herein.  The directors
and  officers  of BGFA  also  serve as  directors  or  officers  of BGI.  To the
knowledge of the Registrant, none of the directors or executive officers of BGFA
is or has been at any time during the past two fiscal years engaged in any other
business, profession, vocation or employment of a substantial nature.

                (c)  Wells  Capital  Management  Incorporated,   a  wholly-owned
subsidiary of Wells Fargo Bank, N.A.,  serves as sub-adviser to various Funds of
the Trust. The description of Wells Capital  Management ("WCM") in Parts A and B
of this Registration  Statement is incorporated by reference in Parts A and B of
this  Registration  Statement is incorporated by reference  herein.  None of the
directors and principal  executive  officers of WCM serves, or has served in the
past two fiscal years, in such capacity for any other entity.



     (d) Peregrine Capital  Management,  Inc., a subsidiary of Wells Fargo Bank,
N.A.,  serves as sub-adviser to various Funds of the Trust.  The  description of
Peregrine  Capital  Management,  Inc.  ("Peregrine")  in  Parts  A and B of  the
Registration  Statement,  is incorporated by reference herein. The following are
the directors and principal executive officers of Peregrine who serve in similar
capacities of a substantial nature for other entities.

                                                                  Principal Business(es)
                                                                  at Least the Last
Name                           Position                           Two Fiscal Years

James R. Campbell              President, Chief Executive         Norwest Bank Minnesota, N.A.
Director                       Officer, Director                  6th & Marquette
                                                                  Minneapolis, MN  55479-0116



     (e)  Schroder   Investment   Management  North  America  Inc.,   serves  as
sub-adviser  to  various  Funds  of  the  Trust.  The  description  of  Schroder
Investment  Management  North  America  Inc.  ("SIMNA")  in Parts A and B of the
Registration  Statement are incorporated by reference herein. The address is 787
Seventh Avenue,  34th Floor,  New York, NY 10019.  Schroder  Capital  Management
International  Limited  ("Schroder Ltd.") is a United Kingdom affiliate of SIMNA
which provides investment  management services to international  clients located
principally in the United States. Schroder Ltd. and Schroders p.l.c. are located
at 31 Gresham St.,  London ECZV 7QA,  United  Kingdom.  To the  knowledge of the
Registrant,  none of the directors or executive  officers of this sub-adviser is
or has been at any time  during the last two fiscal  years  engaged in any other
business,  profession,  vocation or employment of a substantial  nature,  except
that certain  executive  officers also hold various positions with and engage in
business for Wells Fargo & Company.

                (f) Galliard Capital Management,  Inc., serves as sub-adviser to
various Funds of the Trust.  The  descriptions of Galliard  Capital  Management,
Inc.  ("Galliard")  in  Parts  A  and  B  of  the  Registration  Statement,  are
incorporated  by  reference  herein.  The address of Galliard is LaSalle  Plaza,
Suite 2060, 800 LaSalle Avenue,  Minneapolis,  Minnesota 55479. To the knowledge
of  the  Registrant,  none  of the  directors  or  executive  officers  of  this
sub-adviser  is or has been at any time during the last two fiscal years engaged
in any other  business,  profession,  vocation or  employment  of a  substantial
nature.

                (g) Smith  Asset  Management,  L.P.,  serves as  sub-adviser  to
various Funds of the Trust.  The  descriptions of Smith Asset  Management,  L.P.
("Smith") in Parts A and B, of the Registration  Statement,  are incorporated by
reference herein. The address of Smith is 300 Crescent Court, Suite 750, Dallas,
Texas  75201.  To the  knowledge  of the  Registrant,  none of the  directors or
executive  officers  of this  sub-adviser  is or has been at any time during the
last two fiscal years  engaged in any other  business,  profession,  vocation or
employment of a substantial nature.


Item 27.  Principal Underwriters.
          ----------------------


     (a) Stephens Inc.  ("Stephens"),  distributor for the Registrant,  does not
presently  act  as  investment  adviser  for  any  other  registered  investment
companies,  but does act as principal  underwriter for  MasterWorks  Funds Inc.,
Stagecoach Funds, Inc. and Stagecoach  Trust,  Nations Fund, Inc.,  Nations Fund
Trust,  Nations Fund Portfolios,  Inc., Nations LifeGoal Funds, Inc. and Nations
Institutional  Reserves,  and Wells Fargo Variable Trust, Wells Fargo Core Trust
and Wells  Fargo  Funds Trust and is the  exclusive  placement  agent for Master
Investment Portfolio, all of which are registered open-end management investment
companies.

                (b) Information with respect to each director and officer of the
principal  underwriter is  incorporated by reference to Form ADV and Schedules A
and D thereto,  filed by Stephens with the  Securities  and Exchange  Commission
pursuant to the Investment Advisors Act of 1940 (file No. 501-15510).

                (c)      Not applicable.

Item 28.      Location of Accounts and Records.
              --------------------------------

              (a) The Registrant  maintains accounts,  books and other documents
required by Section  31(a) of the  Investment  Company Act of 1940 and the rules
thereunder (collectively, "Records") at the offices of Stephens Inc., 111 Center
Street, Little Rock, Arkansas 72201.

              (b)  Wells  Fargo  Bank  maintains  all  Records  relating  to its
services as  investment  adviser and  administrator  at 525 Market  Street,  San
Francisco, California 94105.

              (c) BGFA and BGI maintains all Records  relating to their services
as sub-adviser and custodian, respectively, at 45 Fremont Street, San Francisco,
California 94105.

              (d)    Stephens maintains all Records relating to its services as distributor at 111 Center Street,
                     Little Rock, Arkansas 72201.

              (e)    Wells Fargo Bank Minnesota, N.A. maintains all Records relating to its services as custodian at 6th &
                     Marquette, Minneapolis, Minnesota 55479-0040.

              (f) Wells Capital  Management  Incorporated  maintains all Records
relating to its services as investment  sub-adviser  at 525 Market  Street,  San
Francisco, California 94105.

              (g)    Peregrine Capital Management, Inc. maintains all Records relating to its services as investment sub-adviser
                     at 800 LaSalle Avenue, Minneapolis, Minnesota 55479.

              (h)    Galliard Capital Management, Inc. ("Galliard") maintains all Records relating to its services as investment
sub-adviser at 800 LaSalle Avenue, Suite 2060, Minneapolis, Minnesota 55479.

              (i)  Smith  Asset  Management  Group,  LP  maintains  all  Records
relating to its services as investment  sub-adviser at 500 Crescent Court, Suite
250, Dallas, Texas 75201.

              (j)    Schroder Investment Management, North America Inc. maintains all Records relating to its services as investment
sub-adviser at 787 Seventh Avenue, New York, New York 10019.

Item 29.  Management Services.
          -------------------

                Other than as set forth  under the  captions  "Organization  and
Management  of  the  Funds""  in the  Prospectus  constituting  Part  A of  this
Registration   Statement  and   "Management"  in  the  Statement  of  Additional
Information  constituting Part B of this Registration Statement,  the Registrant
is not a party to any management-related service contract.

Item 30.  Undertakings.  Not applicable.
          ------------



<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 Amendment to
its  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereto duly authorized in the City of San Francisco, State of California on the
10th day of May, 2000.

                                                    WELLS FARGO FUNDS TRUST

                                                    By /s/ Dorothy A. Peters
                                Dorothy A. Peters
                               Assistant Secretary
                                                          (Attorney-in-Fact for Principal Financial Officer)

              Pursuant to the  requirements  of the Securities Act of 1933, this
Post-Effective  Amendment No. 10 to its Registration  Statement on Form N-1A has
been signed below by the  following  persons in the  capacities  and on the date
indicated:

Signature                                    Title                                              Date

                *                            Trustee
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

*By:  /s/ Dorothy A. Peters
       Dorothy A. Peters
       As Attorney-in-Fact
       May 10, 2000


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to its Registration  Statement on Form
N-1A to be signed on its behalf by the  undersigned,  thereto duly authorized in
the City of Little Rock, State of Arkansas on the 10th day of May, 2000.

                                            WELLS FARGO CORE TRUST

                                            By    /s/ Dorothy A. Peters
                                                  Dorothy A. Peters
                                                  Assistant Secretary

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Amendment  to its  Registration  Statement on Form N-1A has been signed below by
the following persons in the capacities and on the date indicated:

Signature                                    Title                                              Date

                *                            Trustee
- ------------------------------------
(Robert C. Brown)

                *                            Trustee
- ------------------------------------
(Jack S. Euphrat)

                *                            Trustee
- ------------------------------------
(Thomas S. Goho)

                *                            Trustee
- ------------------------------------
(Peter Gordon)

                *                            Trustee
- ------------------------------------
(W. Rodney Hughes)

                *                            Trustee
- ------------------------------------
(J. Tucker Morse)

                *                            Trustee
- ------------------------------------
(Donald H. Burkhardt)

                *                            Trustee
- ------------------------------------
(Richard M. Leach)

                *                            Trustee
- ------------------------------------
(Timothy J. Penny)

                                             Trustee
- ------------------------------------
(Donald C. Willeke)

By  /s/ Dorothy A. Peters                                                                       5/10/00
   ---------------------------------
     Dorothy A. Peters
     As Attorney-in-Fact
     May 10, 2000


<PAGE>


                             WELLS FARGO FUNDS TRUST
                         FILE NOS. 333-74295; 811-09253

                                  EXHIBIT INDEX

Exhibit Number                                                Description


EX-99.B(i)                    Opinion and Consent of Counsel

EX-99.B(j)(1)                 Power of Attorney, Robert C. Brown

              (2)             Power of Attorney, Donald H. Burkhardt

              (3)             Power of Attorney, Jack S. Euphrat

              (4)             Power of Attorney, Thomas S. Goho

              (5)             Power of Attorney, Peter G. Gordon

              (6)             Power of Attorney, W. Rodney Hughes

              (7)             Form of Power of Attorney, Richard M. Leach

              (8)             Power of Attorney, J. Tucker Morse

              (9)             Power of Attorney, Timothy J. Perry

              (10)            Power of Attorney, Donald C. Willeke

              (11)            Power of Attorney, Michael J. Hogan

              (12)            Power of Attorney, Karla M. Rabusch

EX-99.B(p)(1)                 Code of Ethics






<PAGE>


                                    [GRAPHIC OMITTED][GRAPHIC OMITTED]
dc-205790
[GRAPHIC OMITTED][GRAPHIC OMITTED]




                                  May 10, 2000



Wells Fargo Funds Trust
111 Center Street
Little Rock, Arkansas  72201

              Re:    Shares of Beneficial Interests of
                     Wells Fargo Funds Trust

Ladies/Gentlemen:

              We refer to the Registration Statement on Form N-1A (SEC File Nos.
333-74295 and  811-09253)  (the  "Registration  Statement") of Wells Fargo Funds
Trust (the "Trust")  relating to the  registration  of an  indefinite  number of
shares of beneficial interest of the Trust (collectively, the "Shares").

              We have been  requested  by the Trust to furnish  this  opinion as
Exhibit (i) to the Registration Statement.

              We have examined  documents  relating to the  organization  of the
Trust and its series and the authorization and issuance of Shares of its series.

              Based upon and  subject to the  foregoing,  we are of the  opinion
that:

              The issuance and sale of the Shares by the Trust has been duly and
validly authorized by all appropriate action of the trust, and assuming delivery
by sale or in accord with the Trust's dividend  reinvestment  plan in accordance
with the  description  set forth in the Funds'  current  prospectuses  under the
Securities  Act of 1933, as amended,  the Shares will be legally  issued,  fully
paid and nonassessable by the Trust.

<PAGE>






              We consent to the  inclusion  of this opinion as an exhibit to the
Registration Statement.

              In addition,  we hereby  consent to the use of our name and to the
reference to the  description  of advice  rendered by our firm under the heading
"Counsel" in the Statement of Additional Information,  which is included as part
of the Registration Statement.


                                                     Very truly yours,

                           /s/ Morrison & Foerster LLP

                                                     MORRISON & FOERSTER LLP





<PAGE>



                                                            EX-99.B(j)(1)


                                POWER OF ATTORNEY


              Robert C.  Brown,  whose  signature  appears  below,  does  hereby
constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman,
Dorothy A. Peters,  Karla M. Rabusch,  Amy Van Der Schouw and William Ying,  his
true and lawful  attorneys-in-fact and agents, each individually,  with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually,  may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the  "Trust"),  to comply with the  Investment  Company  Act of 1940,  as
amended,  and the  Securities Act of 1933, as amended  ("Acts"),  and any rules,
regulations or requirements of the Securities and Exchange Commission ("SEC") in
respect  thereof,  including in connection with the filing and  effectiveness of
the Trust's Registration Statement on Form N-1A pursuant to said Acts, including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign in the name and on behalf of the  undersigned as a trustee
any and all such  amendments  filed  with the SEC and any other  instruments  or
documents  related  thereto,  and the undersigned does hereby ratify and confirm
all  that  said  attorneys-in-fact  and  agents  shall do or cause to be done by
virtue thereof.

Effective Date:
May 9, 2000



                                                              /s/ Robert C. Brown
                                 Robert C. Brown




<PAGE>


                                                                   EX-99.B(j)(2)


                                POWER OF ATTORNEY


              Donald H. Burkhardt,  whose signature  appears below,  does hereby
constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman,
Dorothy A. Peters,  Karla M. Rabusch,  Amy Van Der Schouw and William Ying,  his
true and lawful  attorneys-in-fact and agents, each individually,  with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually,  may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the  "Trust"),  to comply with the  Investment  Company  Act of 1940,  as
amended,  and the  Securities Act of 1933, as amended  ("Acts"),  and any rules,
regulations or requirements of the Securities and Exchange Commission ("SEC") in
respect  thereof,  including in connection with the filing and  effectiveness of
the Trust's Registration Statement on Form N-1A pursuant to said Acts, including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign in the name and on behalf of the  undersigned as a trustee
any and all such  amendments  filed  with the SEC and any other  instruments  or
documents  related  thereto,  and the undersigned does hereby ratify and confirm
all  that  said  attorneys-in-fact  and  agents  shall do or cause to be done by
virtue thereof.

Effective Date:
May 9, 2000



                                                              /s/ Donald H. Burkhardt
                                                              Donald H. Burkhardt



<PAGE>


                                                                   EX-99.B(j)(3)


                                POWER OF ATTORNEY


              Jack S.  Euphrat,  whose  signature  appears  below,  does  hereby
constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman,
Dorothy A. Peters,  Karla M. Rabusch,  Amy Van Der Schouw and William Ying,  his
true and lawful  attorneys-in-fact and agents, each individually,  with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually,  may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the  "Trust"),  to comply with the  Investment  Company  Act of 1940,  as
amended,  and the  Securities Act of 1933, as amended  ("Acts"),  and any rules,
regulations or requirements of the Securities and Exchange Commission ("SEC") in
respect  thereof,  including in connection with the filing and  effectiveness of
the Trust's Registration Statement on Form N-1A pursuant to said Acts, including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign in the name and on behalf of the  undersigned as a trustee
any and all such  amendments  filed  with the SEC and any other  instruments  or
documents  related  thereto,  and the undersigned does hereby ratify and confirm
all  that  said  attorneys-in-fact  and  agents  shall do or cause to be done by
virtue thereof.

Effective Date:
May 9, 2000





                                                              /s/ Jack S. Euphrat
                                 Jack S. Euphrat



<PAGE>


                                                                 EX-99.B(j)(4)


                                POWER OF ATTORNEY


              Thomas  S.  Goho,  whose  signature  appears  below,  does  hereby
constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman,
Dorothy A. Peters,  Karla M. Rabusch,  Amy Van Der Schouw and William Ying,  his
true and lawful  attorneys-in-fact and agents, each individually,  with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually,  may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the  "Trust"),  to comply with the  Investment  Company  Act of 1940,  as
amended,  and the  Securities Act of 1933, as amended  ("Acts"),  and any rules,
regulations or requirements of the Securities and Exchange Commission ("SEC") in
respect  thereof,  including in connection with the filing and  effectiveness of
the Trust's Registration Statement on Form N-1A pursuant to said Acts, including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign in the name and on behalf of the  undersigned as a trustee
any and all such  amendments  filed  with the SEC and any other  instruments  or
documents  related  thereto,  and the undersigned does hereby ratify and confirm
all  that  said  attorneys-in-fact  and  agents  shall do or cause to be done by
virtue thereof.


Effective Date:
May 9, 2000





                                                              /s/ Thomas S. Goho
                                 Thomas S. Goho



<PAGE>


                                                                EX-99.B(j)(5)


                                POWER OF ATTORNEY


              Peter G.  Gordon,  whose  signature  appears  below,  does  hereby
constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman,
Dorothy A. Peters,  Karla M. Rabusch,  Amy Van Der Schouw and William Ying,  his
true and lawful  attorneys-in-fact and agents, each individually,  with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually,  may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the  "Trust"),  to comply with the  Investment  Company  Act of 1940,  as
amended,  and the  Securities Act of 1933, as amended  ("Acts"),  and any rules,
regulations or requirements of the Securities and Exchange Commission ("SEC") in
respect  thereof,  including in connection with the filing and  effectiveness of
the Trust's Registration Statement on Form N-1A pursuant to said Acts, including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign in the name and on behalf of the  undersigned as a trustee
any and all such  amendments  filed  with the SEC and any other  instruments  or
documents  related  thereto,  and the undersigned does hereby ratify and confirm
all  that  said  attorneys-in-fact  and  agents  shall do or cause to be done by
virtue thereof.

Effective Date:
May 9, 2000





                                                              /s/ Peter G. Gordon
                                 Peter G. Gordon



<PAGE>


                                                                  EX-99.B(j)(6)


                                POWER OF ATTORNEY


              W. Rodney  Hughes,  whose  signature  appears  below,  does hereby
constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman,
Dorothy A. Peters,  Karla M. Rabusch,  Amy Van Der Schouw and William Ying,  his
true and lawful  attorneys-in-fact and agents, each individually,  with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually,  may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the  "Trust"),  to comply with the  Investment  Company  Act of 1940,  as
amended,  and the  Securities Act of 1933, as amended  ("Acts"),  and any rules,
regulations or requirements of the Securities and Exchange Commission ("SEC") in
respect  thereof,  including in connection with the filing and  effectiveness of
the Trust's Registration Statement on Form N-1A pursuant to said Acts, including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign in the name and on behalf of the  undersigned as a trustee
any and all such  amendments  filed  with the SEC and any other  instruments  or
documents  related  thereto,  and the undersigned does hereby ratify and confirm
all  that  said  attorneys-in-fact  and  agents  shall do or cause to be done by
virtue thereof.

Effective Date:
May 9, 2000





                                                              /s/ W. Rodney Hughes
                                W. Rodney Hughes



<PAGE>


                                                                   EX-99.B(j)(7)


                                POWER OF ATTORNEY


              Richard M.  Leach,  whose  signature  appears  below,  does hereby
constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman,
Dorothy A. Peters,  Karla M. Rabusch,  Amy Van Der Schouw and William Ying,  his
true and lawful  attorneys-in-fact and agents, each individually,  with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually,  may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the  "Trust"),  to comply with the  Investment  Company  Act of 1940,  as
amended,  and the  Securities Act of 1933, as amended  ("Acts"),  and any rules,
regulations or requirements of the Securities and Exchange Commission ("SEC") in
respect  thereof,  including in connection with the filing and  effectiveness of
the Trust's Registration Statement on Form N-1A pursuant to said Acts, including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign in the name and on behalf of the  undersigned as a trustee
any and all such  amendments  filed  with the SEC and any other  instruments  or
documents  related  thereto,  and the undersigned does hereby ratify and confirm
all  that  said  attorneys-in-fact  and  agents  shall do or cause to be done by
virtue thereof.


Effective Date:
May 9, 2000






                                Richard M. Leach



<PAGE>


                                                                  EX-99.B(j)(8)


                                POWER OF ATTORNEY


              J.  Tucker  Morse,  whose  signature  appears  below,  does hereby
constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman,
Dorothy A. Peters,  Karla M. Rabusch,  Amy Van Der Schouw and William Ying,  his
true and lawful  attorneys-in-fact and agents, each individually,  with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually,  may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the  "Trust"),  to comply with the  Investment  Company  Act of 1940,  as
amended,  and the  Securities Act of 1933, as amended  ("Acts"),  and any rules,
regulations or requirements of the Securities and Exchange Commission ("SEC") in
respect  thereof,  including in connection with the filing and  effectiveness of
the Trust's Registration Statement on Form N-1A pursuant to said Acts, including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign in the name and on behalf of the  undersigned as a trustee
any and all such  amendments  filed  with the SEC and any other  instruments  or
documents  related  thereto,  and the undersigned does hereby ratify and confirm
all  that  said  attorneys-in-fact  and  agents  shall do or cause to be done by
virtue thereof.

Effective Date:
May 9, 2000





                                                              /s/ J. Tucker Morse
                                 J. Tucker Morse



<PAGE>


                                                                   EX-99.B(j)(9)


                                POWER OF ATTORNEY


              Timothy J.  Penny,  whose  signature  appears  below,  does hereby
constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman,
Dorothy A. Peters,  Karla M. Rabusch,  Amy Van Der Schouw and William Ying,  his
true and lawful  attorneys-in-fact and agents, each individually,  with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually,  may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the  "Trust"),  to comply with the  Investment  Company  Act of 1940,  as
amended,  and the  Securities Act of 1933, as amended  ("Acts"),  and any rules,
regulations or requirements of the Securities and Exchange Commission ("SEC") in
respect  thereof,  including in connection with the filing and  effectiveness of
the Trust's Registration Statement on Form N-1A pursuant to said Acts, including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign in the name and on behalf of the  undersigned as a trustee
any and all such  amendments  filed  with the SEC and any other  instruments  or
documents  related  thereto,  and the undersigned does hereby ratify and confirm
all  that  said  attorneys-in-fact  and  agents  shall do or cause to be done by
virtue thereof.

Effective Date:
May 9, 2000





                                                              /s/ Timothy J. Penny
                                Timothy J. Penny



<PAGE>


                                                                  EX-99.B(j)(10)


                                POWER OF ATTORNEY


              Donald C. Willeke,  whose  signature  appears  below,  does hereby
constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman,
Dorothy A. Peters,  Karla M. Rabusch,  Amy Van Der Schouw and William Ying,  his
true and lawful  attorneys-in-fact and agents, each individually,  with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually,  may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the  "Trust"),  to comply with the  Investment  Company  Act of 1940,  as
amended,  and the  Securities Act of 1933, as amended  ("Acts"),  and any rules,
regulations or requirements of the Securities and Exchange Commission ("SEC") in
respect  thereof,  including in connection with the filing and  effectiveness of
the Trust's Registration Statement on Form N-1A pursuant to said Acts, including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign in the name and on behalf of the  undersigned as a trustee
any and all such  amendments  filed  with the SEC and any other  instruments  or
documents  related  thereto,  and the undersigned does hereby ratify and confirm
all  that  said  attorneys-in-fact  and  agents  shall do or cause to be done by
virtue thereof.

Effective Date:
May 9, 2000





                                                              /s/ Donald C. Willeke
                                                              Donald C. Willeke



<PAGE>


                                                                 EX-99.B(j)(11)


                                POWER OF ATTORNEY


              Michael J.  Hogan,  whose  signature  appears  below,  does hereby
constitute  and  appoint  Christopher  Bellonzi,  C. David  Messman,  Dorothy A.
Peters,  Karla M.  Rabusch,  Amy Van Der Schouw and William  Ying,  his true and
lawful   attorneys-in-fact   and  agents,  each  individually,   with  power  of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually,  may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the  "Trust"),  to comply with the  Investment  Company  Act of 1940,  as
amended,  and the  Securities Act of 1933, as amended  ("Acts"),  and any rules,
regulations or requirements of the Securities and Exchange Commission ("SEC") in
respect  thereof,  including in connection with the filing and  effectiveness of
the Trust's Registration Statement on Form N-1A pursuant to said Acts, including
specifically,  but without  limiting the generality of the foregoing,  the power
and  authority  to sign in the  name and on  behalf  of the  undersigned  as the
President  and/or  principal  executive  officer  of the  Trust any and all such
amendments  filed with the SEC and any other  instruments  or documents  related
thereto,  and the  undersigned  does  hereby  ratify and  confirm  all that said
attorneys-in-fact and agents shall do or cause to be done by virtue thereof.

Effective Date:
May 9, 2000



                                                              /s/ Michael J. Hogan
                                Michael J. Hogan



<PAGE>


                                                                 EX-99.B(j)(12)


                                POWER OF ATTORNEY


              Karla M.  Rabusch,  whose  signature  appears  below,  does hereby
constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman,
Dorothy A.  Peters,  Amy Van Der Schouw and  William  Ying,  her true and lawful
attorneys-in-fact  and agents, each individually,  with power of substitution or
resubstitution,  to do any and all acts and things  and to  execute  any and all
instruments  which  said  attorneys  and  agents,  each  individually,  may deem
necessary  or  advisable  or which may be required  to enable  Wells Fargo Funds
Trust (the  "Trust"),  to comply with the  Investment  Company  Act of 1940,  as
amended,  and the  Securities Act of 1933, as amended  ("Acts"),  and any rules,
regulations or requirements of the Securities and Exchange Commission ("SEC") in
respect  thereof,  including in connection with the filing and  effectiveness of
the Trust's Registration Statement on Form N-1A pursuant to said Acts, including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign in the name and on behalf of the  undersigned as Treasurer
and/or  principal  financial  officer  of the Trust any and all such  amendments
filed with the SEC and any other instruments or documents  related thereto,  and
the undersigned  does hereby ratify and confirm all that said  attorneys-in-fact
and agents shall do or cause to be done by virtue thereof.

Effective Date:
May 9, 2000



                                                              /s/ Karla M. Rabusch
                                Karla M. Rabusch




<PAGE>


dc-207068                                           26


                                                              EX-99.B(p)


                             WELLS FARGO FUNDS TRUST
                           WELLS FARGO VARIABLE TRUST
                             WELLS FARGO CORE TRUST


                              JOINT CODE OF ETHICS
                                                 Adopted Under Rule 17j-1


         The Wells Fargo Funds  Trust,  the Wells Fargo  Variable  Trust and the
Wells  Fargo Core Trust  (including  the Core  Trust's  "feeder  funds" that are
advised or  administered  by Wells Fargo Bank or an affiliate  thereof)  (each a
"Fund" and,  together,  the  "Funds")  are  confident  that their  officers  and
trustees act with integrity and good faith. The Funds recognize,  however,  that
personal  interests may conflict  with the Funds'  interests  where  officers or
trustees:

o Know about present or future  portfolio  transactions,  or o Have the power to
influence  portfolio  transactions;  and o Engage in  personal  transactions  in
securities.

         In an effort to prevent these  conflicts  and in  accordance  with Rule
17j-1(b)(1) under the Investment Company Act of 1940 (the "1940 Act"), the Funds
have  adopted  this Joint Code of Ethics (the  "Code") to prohibit  transactions
that create,  may create,  or appear to create  conflicts  of  interest,  and to
establish reporting requirements and enforcement procedures.  Although the Funds
have adopted the Code jointly pursuant to Rule  17j-1(b)(1)  under the 1940 Act,
each  Fund is  responsible  for  implementing  the Code on  behalf  of,  and for
compliance therewith by, its own "access persons" as defined under Rule 17j-1.


I.   About this Code of Ethics.

         This Code sets forth in the attached sections specific  prohibitions on
securities  transactions and reporting  requirements that apply to Fund officers
and  trustees.  The  prohibitions  and  requirements  that apply to each  person
covered by this Code are included  under  Section III (General  Principles)  and
Section  IV  (Required   Course  of  Conduct).   For  your  specific   reporting
requirements,  please refer to Part A or B, as indicated  below.  Definitions of
underlined terms are included in Appendix A.

o Independent trustees Part A o Interested  trustees,  Fund officers and natural
control persons Part B



<PAGE>


                                                    11
         The  remainder  of  this  Code  sets  forth  review,   enforcement  and
recordkeeping  responsibilities  (Sections V and VI),  obligations of investment
advisers,  administrators  and  distributors  (Section VII),  and  miscellaneous
information (Section VIII).


<PAGE>


II.  Who is covered by the Code of Ethics?

o All Fund officers and Special Purpose  Investment  Personnel;  o All trustees,
both interested and independent; and
o                          Natural persons in a control relationship with a Fund
                           who  obtain  information  concerning  recommendations
                           made to a portfolio of a Fund (a  "Portfolio")  about
                           the purchase or sale of a security.


III. Statement of General Principles.

         In recognition of the trust and confidence placed in the Funds by their
shareholders, and because the Funds believe that their operations should benefit
their  shareholders,  the Funds have adopted the following general principles to
guide its trustees and officers.

    (1)                    Our shareholders' interests are paramount.  You must place shareholder interests before your own.

    (2)                    You must accomplish all personal securities transactions in a manner that avoids even the appearance of a
                  conflict of your personal interests with those of the Funds and their shareholders.

    (3)                    You must avoid actions or activities that allow (or appear to allow) you or your family to profit or
                           benefit from your position with a Fund, or that bring into question your independence or judgment.


IV. Required Course of Conduct.

    (1)                    Prohibition Against Fraud, Deceit and Manipulation.

                  You cannot, in connection with the purchase or sale,  directly
                  or  indirectly,  of a security  held or to be  acquired by any
                  Portfolio:

                  (A)      employ any device, scheme or artifice to defraud any Portfolio;

                  (B)      make  to  a  Portfolio  any  untrue  statement  of  a
                           material  fact or  omit to  state  to a  Portfolio  a
                           material   fact   necessary  in  order  to  make  the
                           statements made, in light of the circumstances  under
                           which they are made, not misleading;



<PAGE>


                  (C)      engage in any act, practice or course of business which would operate as a fraud or deceit upon any
                           Portfolio; or

                  (D) engage in any  manipulative  practice  with respect to any
Portfolio.

    (2)                    Limits on Accepting or Receiving Gifts.

                  You cannot  accept or receive any gift of more than de minimis
                  value from any person or entity that does  business with or on
                  behalf of the Funds.

    (3)                    Reporting Requirements.

                  Each quarter you must report  transactions  in securities that
                  you beneficially own. These reports must be submitted no later
                  than 10 days  after  the end of the  quarter.  You also may be
                  required to report your securities holdings annually. See Part
                  A  or  B,  as   appropriate,   for  your  specific   reporting
                  requirements.


V.  Review and Enforcement of the Code.

    (1)                    Appointment of a Review Officer.

                  A review  officer (the "Review  Officer") will be appointed by
                  each Fund's President to perform the duties described below.

    (2)                    The Review Officer's Duties and Responsibilities.

                  (A) The  Review  Officer  will  identify  each  person  who is
                  covered by this Code,  as well as each  person who is required
                  to report personal securities transactions. The Review Officer
                  will  promptly  inform  each  person of his or her  status and
                  reporting requirements.

                  (B) The Review Officer will, on a quarterly basis, compare all
                  reported personal securities transactions with the Portfolio's
                  completed  portfolio  transactions by the Fund's adviser(s) to
                  determine  whether a Code  violation  may have  occurred.  The
                  adviser(s)  will  compare  all  reported  personal  securities
                  transactions with securities that were considered for purchase
                  or sale by a  Portfolio  during  the  quarter  covered  by the
                  reports, otherwise review the personal securities transactions
                  to determine  whether a Code violation may have occurred,  and
                  promptly  report its  findings to the Review  Officer.  Before
                  determining  that a person has violated  the Code,  the Review
                  Officer  must  give  the  person  an   opportunity  to  supply
                  explanatory material.



<PAGE>


                  (C) If the Review Officer determines that a Code violation may
                  have   occurred,   the   Review   Officer   must   submit  the
                  determination, together with the confidential quarterly report
                  and any explanatory  material  provided by the person,  to the
                  President  and fund  counsel.  The  President and fund counsel
                  will  independently  determine whether the person violated the
                  Code.

                  (D) No person is required to participate in a determination of
                  whether he or she has  committed  a Code  violation  or of the
                  imposition of any sanction  against  himself or herself.  If a
                  securities    transaction    of   the   President   is   under
                  consideration,  the  Secretary  will act for the President for
                  purposes of this Section V.

    (3)                    Sanctions.

                  If the  President  and  fund  counsel  find  that  the  person
                  violated the Code,  the President  will impose upon the person
                  any sanctions that the President  deems  appropriate  and will
                  report the violation and any imposed sanctions to the Board of
                  Trustees at the next regularly scheduled board meeting unless,
                  in the sole discretion of the President, circumstances warrant
                  an  earlier  report.   Sanctions  may  include  suspension  of
                  authority to act on behalf of a Fund as an officer or trustee,
                  or removal from office.


VI. Recordkeeping.

         The Funds will maintain records as set forth below.  These records will
be  maintained  in  accordance  with Rule  31a-2  under the 1940 Act and will be
available for  examination  by  representatives  of the  Securities and Exchange
Commission.

    (1)                    A copy of this Code and any other code which is, or at any time within the past five years has been, in
                  effect will be preserved in an easily accessible place;

    (2)                    A list of all persons who are, or within the past five years have been, required to submit reports under
                           this Code will be maintained in an easily accessible place.

    (3)                    A copy of each report made by an officer or trustee under this Code will be preserved for a period of not
                  less than five years from the end of the fiscal year in which it is made, the first two years in an easily
                  accessible place; and

    (4)                    A record of any Code violation and of any sanctions taken will be preserved in an easily accessible
                           place for a period of not less than five years following the end of the fiscal year in which the
                           violation occurred.




<PAGE>


VII.     An Investment Adviser's, Administrator's or Distributor's Code of Ethics.

         Each investment  adviser to (including any sub-adviser),  administrator
for (including any fund accounting services provider), and distributor of shares
of, a Fund must:

    (1)           Submit to the Board of Trustees of the Fund a copy of its code
                  of ethics.  Each  adviser's and  distributor's  code of ethics
                  must comply with the recommendations of the Investment Company
                  Institute's   Advisory  Group  on  Personal  Investing  or  be
                  accompanied by a written statement  explaining any differences
                  and the reasons for the differences.  An administrator's  code
                  of ethics must be accompanied by a written statement generally
                  describing the code, the potential  conflicts of interest that
                  may arise from its role as administrator,  the manner in which
                  the code seeks to prevent such conflicts of interest,  and the
                  procedures that are reasonably  designed to detect and prevent
                  violations of the code;

    (2)                    Promptly report to the Fund in writing any material amendments to its code of ethics;

    (3)                    Promptly furnish to the Fund, upon request, copies of any reports made under its code of ethics by any
                           person who is also covered by the Fund's Code under Section II above;

    (4)                    Immediately furnish to the Review Officer, without request, all pertinent information regarding any
                           material violation of its code of ethics; and

    (5)                    Annually furnish to the Fund, without request, all pertinent information regarding any violations of
                           its code of ethics by any person who is also covered by the Fund's Code under Section II above.


VIII.    Miscellaneous.

    (1)                    Confidentiality.  All personal securities transactions reports and any other information filed with a
                           Fund under this Code will be treated as confidential.

    (2)                    Interpretation of Provisions.  The Boards of Trustees may from time to time adopt such interpretations of
                           this Code as appropriate.

    (3)                    Periodic Review and Reporting.  Each President will report to its Board of Trustees at least annually as
                           to the operation of this Code and will address in any such report the need (if any) for further changes
                           or modifications to the Code.



Adopted:          August 19, 1999

<PAGE>



                                                          PART A
                              Independent Trustees


    (1)                    Required Transaction Reports.

                  (A)      You  must  report  transactions  in  securities  on a
                           quarterly  basis.  You must submit your report to the
                           Review Officer no later than 10 days after the end of
                           the  calendar  quarter  in which the  transaction  to
                           which the report  relates was  effected.  A Quarterly
                           Personal  Securities  Transactions Report is included
                           as Appendix B. If you had no reportable  transactions
                           during the quarter,  you are still required to submit
                           a report.  Please note on your report that you had no
                           reportable   transactions  during  the  quarter,  and
                           return it, signed and dated.

                  (B)      Particular trades are required to be reported only if
                           you knew at the time of the  transaction  or,  in the
                           ordinary course of fulfilling your official duties as
                           a trustee,  should have known, that during the 15-day
                           period immediately preceding or following the date of
                           your transaction,  the same security was purchased or
                           sold, or was being  considered  for purchase or sale,
                           by a Portfolio.

                           Note:  The "should have known" standard does not:
                           ----

o    imply a duty of inquiry;

o presume you should have deduced or extrapolated  from discussions or memoranda
dealing with a Portfolio's investment strategies; or

o                                   impute  knowledge from your prior  knowledge
                                    of   a    Portfolio's    holdings,    market
                                    considerations,   or  investment   policies,
                                    objectives and restrictions.


    (2)                    What Securities are Covered Under Your Quarterly Reporting Requirement?

                  If the  transaction  is  reportable  because  it comes  within
                  paragraph  (1),  above,  you must report all  transactions  in
                  securities  that: (i) you directly or indirectly  beneficially
                  own or (ii) because of the transaction,  you acquire direct or
                  indirect beneficial ownership.




<PAGE>


    (3)                    What Securities and Transactions May Be Excluded from Your Report?

                  You  are  not  required  to  detail  or  list  the   following
securities or transactions on your quarterly report:

                  (A)      Securities  issued  by  the  U.S.  Government  or its
                           agencies, bankers' acceptances,  bank certificates of
                           deposit, commercial paper or mutual funds.

                  (B) Purchases or sales effected for any account over which you
have no direct or indirect influence or control.

                  (C)      Purchases you made solely with the dividend  proceeds
                           received in a dividend  reinvestment plan or that are
                           part of an automatic  payroll  deduction plan,  where
                           you purchase securities issued by your employer.

                  (D)      Purchases  arising from the exercise of rights issued
                           by an issuer  pro rata to all  holders  of a class of
                           its securities,  as long as you acquired these rights
                           from  the  issuer,   and  sales  of  such  rights  so
                           acquired.

                  You may  include a  statement  in your  report that the report
                  shall not be  construed  as your  admission  that you have any
                  direct or indirect  beneficial  ownership  in the  security or
                  securities included in the report.






<PAGE>


                                                          PART B
         Interested Trustees, Fund Officers and Natural Control Persons

    (1)                    Providing a List of Securities.

                  You must provide the Review Officer with a complete listing of
                  all securities you  beneficially own as of September 17, 1999.
                  Thereafter,  you must  submit  a  revised  list to the  Review
                  Officer  showing the  securities  you  beneficially  own as of
                  December 31st.  You must submit the initial  listing within 10
                  days of the date you first  become a trustee,  and each update
                  no later than 30 days after the start of the year.

                  You are not required to provide this list of securities if:

                 o         you are required to provide this information under a code of ethics described in Section VII of the
                           Trust's Code, OR

                 o         you are not currently affiliated with or employed by the Trust's investment adviser(s) or distributor.

    (2)                    Required Transaction Reports.

                  You must  report  transactions  in  securities  on a quarterly
                  basis.  You must submit  your report to the Review  Officer no
                  later  than 10 days after the end of the  calendar  quarter in
                  which  the   transaction  to  which  the  report  relates  was
                  effected. A Quarterly Personal Securities  Transactions Report
                  is included as Appendix B.

                  If you had no reportable  transactions during the quarter, you
                  are still  required  to submit a report.  Please  note on your
                  report  that you had no  reportable  transactions  during  the
                  quarter, and return it, signed and dated.

    (3)                    What If You are Required to File Reports Under Another Code?

                  You  are  not  required  to  report  your  transactions  on  a
                  quarterly  basis  under this Code if you are  required to file
                  such reports under a code of ethics for an entity described in
                  Section  VII of the  Code  that  has a  relationship  in  that
                  capacity with the Trust.



<PAGE>


    (4)                    What Securities are Covered Under Your Quarterly Reporting Requirements?

                  You must report all  transactions in securities  that: (i) you
                  directly or indirectly beneficially own or (ii) because of the
                  transaction,   you  acquire  direct  or  indirect   beneficial
                  ownership.

    (5)                    What Securities and Transactions May Be Excluded from Your Report?

                  You  are  not  required  to  detail  or  list  the   following
securities or transactions on your report:

                  (A)      Securities  issued  by  the  U.S.  Government  or its
                           agencies, bankers' acceptances,  bank certificates of
                           deposit, commercial paper or mutual funds.

                  (B) Purchases or sales effected for any account over which you
have no direct or indirect influence or control.

                  (C)      Purchases you made solely with the dividend  proceeds
                           received in a dividend  reinvestment plan or that are
                           part of an automatic  payroll  deduction plan,  where
                           you purchase securities issued by your employer.

                  (D)      Purchases  arising from the exercise of rights issued
                           by an issuer  pro rata to all  holders  of a class of
                           its securities,  as long as you acquired these rights
                           from  the  issuer,   and  sales  of  such  rights  so
                           acquired.

                  You may  include a  statement  in your  report that the report
                  shall not be  construed  as your  admission  that you have any
                  direct  or  indirect  beneficial  ownership  in  the  security
                  included in the report.





<PAGE>


                                   APPENDIX A
                                   Definitions

Beneficial  ownership  means  the same as  under  Section  16 of the  Securities
Exchange Act of 1934.  You should  generally  consider  yourself the  beneficial
owner of any  securities  in  which  you have a  direct  or  indirect  pecuniary
interest.  In addition,  you should  consider  yourself the beneficial  owner of
securities held by your spouse, your minor children,  a relative who shares your
home, or other persons by reason of any contract, arrangement,  understanding or
relationship that provides you with sole or shared voting or investment power.

Control means the same as that under in Section 2(a)(9) of the 1940 Act. Section
2(a)(9)  provides  that  "control"  means the power to  exercise  a  controlling
influence  over the  management  or policies of a company,  unless such power is
solely the result of an official position with such company. Ownership of 25% or
more of a company's  outstanding  voting security is presumed to give the holder
thereof control over the company. This presumption may be countered by the facts
and circumstances of a given situation.

Independent  trustee means a trustee of a Fund who is not an "interested person"
of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

Interested  trustee means a trustee of a Fund who is an  "interested  person" of
the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

Purchase or sale of a security  includes,  among other things, the writing of an
option to purchase or sell a security.

Security  means the same as that set forth in Section  2(a)(36) of the 1940 Act,
except that it does not include securities issued by the U.S.  Government or its
agencies,  bankers' acceptances,  bank certificates of deposit, commercial paper
or registered, open-end mutual funds.

A  security  held or to be  acquired  by a Fund  (or any  Portfolio)  means  any
security  which,  within the most recent 15 days, (i) is or has been held by the
Fund (or any  Portfolio),  or (ii) is being or has been considered by the Fund's
adviser or sub-adviser for purchase by the Fund (or any Portfolio).

A security is being  purchased or sold by the Fund (or any  Portfolio)  from the
time a purchase or sale program has been  communicated  to the person who places
buy and sell orders for the Fund (or Portfolio) until the program has been fully
completed or terminated.

A security is being considered for purchase or sale when [research reports?  watch lists?].
  --------    -------------------------------------

Special  Purpose  Investment  Personnel  means a person not covered by a code of
ethics  described in Section VII, but who,  while  performing his or her regular
functions  in  connection  with  a  Fund  or  any  Portfolio  (including,  where
appropriate,  attending  Board  meetings and other  meetings where official Fund
business is discussed or carried on), obtains information regarding purchases or
sales of securities or securities  being  considered for purchase or sale by any
Portfolio.


<PAGE>


                                   APPENDIX B
                Quarterly Personal Securities Transactions Report

Name of Reporting Person:
Calendar Quarter Ended:

- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------

  Name of                                                                               Name of Broker, Dealer or
  Issuer        Date of       Title of      No. of Shares/        Type of               Bank Effecting Transaction
              Transaction     Security     Principal Amount     Transaction    Price
- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------
- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------


- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------
- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------


- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------
- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------


- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------
- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------


- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------
- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------


- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------
- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------


- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------
- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------


- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------
- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------


- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------
- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------


- ------------ --------------- ------------ -------------------- -------------- -------- -----------------------------


If you had no reportable transactions during the quarter, please check here. ?
If you disclaim  beneficial  ownership of one or more securities reported above,
please describe below and indicate which securities are at issue.



Signature                                      Date


</TABLE>



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