WELLS FARGO FUNDS TRUST, 485BPOS, 2000-02-01

WELLS FARGO FUNDS TRUST
485BPOS, 2000-02-01

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<PAGE>

As filed with the Securities and Exchange Commission
on February 1, 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. 9 x
-----

And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 _____
Amendment No. 10 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):

x 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)

___ 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>

Explanatory Note
----------------

This Post-Effective Amendment No. 9 is being filed to add to the
Registration Statement of Wells Fargo Funds Trust (the "Trust"), the audited
financial statements and certain related financial information for the fiscal
year ended September 30, 1999 for the Equity and Allocation Funds of the Trust,
and to make certain other non-material changes to the Registration Statement.

This Post-Effective Amendment does not affect the Registration Statement
for any of the Trust's other funds.
<PAGE>

WELLS FARGO

FUNDS

WELLS FARGO ALLOCATION FUNDS

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
Fund match your own.

These securities have not been approved 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 A FUND INVOLVES CERTAIN RISKS, INCLUDING POSSIBLE LOSS
OF PRINCIPAL.

- ---------------------
PROSPECTUS
- ---------------------

Asset Allocation Fund

Growth Balanced

Index Allocation Fund

Class A, B and C

FEBRUARY 1
2000

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

<TABLE>
<CAPTION>
Table of Contents Allocation Funds
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Overview Objectives and Principal Strategies 4
Summary of Important Risks 6
This section contains important Performance History 8
summary information about the Summary of Expenses 12
Funds. Key Information 16

- -----------------------------------------------------------------------------------------------------------------------------
The Funds Asset Allocation Fund 18
Growth Balanced Fund 22
This section contains important Index Allocation Fund 26
information about the individual General Investment Risks 30
Funds. Organization and Management
of the Funds 35

- -----------------------------------------------------------------------------------------------------------------------------
Your Investment A Choice of Share Classes 38
Reduced Sales Charges 41
Turn to this section for Exchanges 44
information on how to open an Your Account 45
account and how to buy, sell and How to Buy Shares 45
exchange Fund shares. How to Sell Shares 49

- -----------------------------------------------------------------------------------------------------------------------------
Reference Additional Services and
Other Information 51
Look here for additional Table of Predecessors 53
information and term Description of Core Portfolios 54
definitions. Portfolio Managers 56
Glossary 59
</TABLE>
<PAGE>

Allocation Funds Overview
- --------------------------------------------------------------------------------
See the individual Fund descriptions in this Prospectus for further details.

- --------------------------------------------------------------------------------
FUND OBJECTIVE
- --------------------------------------------------------------------------------

Asset Allocation Fund Seeks long-term total return, consistent with
reasonable risk.

Seeks a combination of current income and
Growth Balanced Fund capital appreciation by diversified investments
in stocks and bonds.

Seeks to earn a high level of total return,
Index Allocation Fund consistent with the assumption of reasonable
risk.

4 Allocation Funds Prospectus
<PAGE>

- --------------------------------------------------------------------------------
PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------

We do not select individual securities for investment, rather, we buy
substantially all of the securities of various indexes to replicate the
total return of the index. We use an asset allocation model to allocate and
reallocate assets among common stocks (S&P 500 Index), U.S. Treasury bonds
(Lehman Brothers 20+ Bond Index) and money market instruments, operating
from a target allocation of 60% stocks and 40% bonds. We invest in asset
classes that we believe are undervalued in order to achieve better long-
term, risk-adjusted returns.

The Fund is a Gateway fund that invests 65% in equity securities and 35% in
fixed-income securities by investing in selected core portfolios
representing various investment styles. We invest the equity portion of the
Fund with an emphasis in large company, income equity and S&P 500 Index
securities, and also invest in small cap and international portfolios. We
invest the fixed-income portion of the Fund with an emphasis on investment
grade securities with intermediate (3-5 years) maturities.

We do not select individual securities for investment, rather, we buy
substantially all of the securities of various indexes to replicate the
total return of the index. We use an asset allocation model to allocate and
reallocate assets among common stocks (S&P 500 Index), U.S. Treasury bonds
(Lehman Brothers 20+ Bond Index) and money market instruments, operating
from a target allocation of 100% stocks. We invest in asset classes that we
believe are undervalued in order to achieve better long-term, risk-adjusted
returns.

Allocation Funds Prospectus 5
<PAGE>

Summary of Important Risks
- --------------------------------------------------------------------------------

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

. the individual Fund Descriptions later in this Prospectus;

. under the "General Investment Risks" section beginning on page 30; and

. in the Funds' 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 FUNDS
- --------------------------------------------------------------------------------
Equity Securities
Each 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 a Fund's portfolio. Certain types of stock and certain
individual stocks selected for a Fund's portfolio may underperform or
decline in value more than the overall market. As of the date of this
Prospectus, the equity markets, as measured by the S&P 500 Index and other
commonly used indexes, are trading at or close to record levels. There can
be no guarantee that these levels will continue. The Funds that invest in
smaller companies, in foreign companies (including investments made through
American Depositary Receipts and similar instruments), and in emerging
markets are subject to additional risks, including less liquidity and
greater price volatility. A Fund's investment in foreign companies and
emerging markets are also subject to special risks associated with
international investing, including currency, political, regulatory,
information and diplomatic risks.

Debt Securities
The Funds may invest in debt securities, 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.

6 Allocation Funds Prospectus
<PAGE>

FUND SPECIFIC RISKS

The Asset Allocation and Index Allocation Funds use
investment models that seek undervalued assets
classes. There is no guarantee that the asset
allocation models will make accurate determinations
Asset Allocation and or that an asset class we believe is undervalued
Index Allocation Funds will perform as expected. We may incur higher than
average portfolio turnover resulting from allocation
shifts recommended by the models. Portfolio turnover
increases transaction costs and may trigger capital
gains.

This Fund invests in smaller companies that may be
more volatile than investments in larger companies.
Smaller companies also may have higher failure rate
than larger companies. The Fund also is subject to
leverage risk, which is the risk that some small
transactions may multiply smaller market movements
Growth Balanced Fund into large changes in the Fund's net asset value.
This risk may occur when the Fund borrows money or
enters into transactions that have a similar effect,
such as short sales and forward commitment
transactions. This risk also may occur when the Fund
makes investment in derivatives, such as options or
futures contracts.

Allocation Funds Prospectus 7
<PAGE>

Performance History
- --------------------------------------------------------------------------------

The information on the following pages shows you how each Fund has
performed and illustrates the variability of a Fund's returns over time.
Each Fund's average annual returns from inception, and for one-, five-and
ten-year periods, as applicable, are compared to the performance of an
appropriate broad-based index (or indexes).

Please remember that past performance is no guarantee of future results.

Asset Allocation Fund Class A Calendar Year Returns (%)*

[GRAPH APPEARS HERE]
<TABLE>
<S> <C>
1990 7.68
1991 22.15
1992 7.00
1993 14.94
1994 -2.82
1995 29.18
1996 11.65
1997 22.01
1998 25.58
1999 9.49
</TABLE>

Best Qtr.: Q4 '98 . 16.09% Worst Qtr.: Q3 '98 . -5.55%

* Returns do not reflect sales charges. If they did, returns would be
lower.

<TABLE>
<CAPTION>
Average annual total return (%)/1/
for the period ended 12/31/99 1 year 5 years 10 years
<S> <C> <C> <C>
Class A (Incept. 11/13/86) 3.19 17.93 13.62
Class B (Incept. 1/1/95)/2/ 4.07 18.30 13.67
Class C (Incept. 4/1/98)/2/ 7.80 18.50 13.68
S&P 500 Index/3/ 21.04 28.56 18.21
LB Gov't./Corp. Bond Index/4/ -2.15 7.61 7.65
</TABLE>

1. Returns reflect applicable sales charges.
2. Performance shown for periods prior to the inception of this Class
reflects the performance of the Class A shares adjusted to reflect this
Class's fees and expenses.
3. S&P 500 is a registered trademark of Standard & Poor's.
4. Lehman Brothers Government/Corporate Bond Index.

8 Allocation Funds Prospectus
<PAGE>

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

Growth Balanced Fund Class A Shares Calendar Year Returns (%)*

[GRAPH APPEARS HERE]
<TABLE>
<S> <C>
1990 1.95
1991 27.15
1992 5.18
1993 10.26
1994 0.16
1995 23.29
1996 14.21
1997 20.78
1998 22.37
1999 12.12
</TABLE>

Best Qtr.: Q4 '98 . 16.81% Worst Qtr.: Q3 '90 . - 10.02%

* Returns do not reflect sales charges. If they did, returns would be
lower.

<TABLE>
<CAPTION>
Average annual total return (%)/1/
for the period ended 12/31/99 1 year 5 years 10 years
<S> <C> <C> <C>
Class A (Incept. 10/14/98)/2/ 5.67 17.07 12.80
Class B (Incept. 10/1/98)/2/ 6.41 17.40 12.64
Class C (Incept. 10/1/98)/2/ 10.50 17.64 12.65
S&P 500 Index/3/ 21.04 28.56 18.21
LB Gov't./Corp. Bond Index/4/ -2.15 7.61 7.65
</TABLE>

1. Returns reflect applicable sales charges.
2. Performance shown for periods prior to November 11, 1994 reflects the
performance of the predecessor collective investment fund, adjusted to
reflect the fees and expenses of the Institutional Class. The collective
investment fund was not a registered mutual fund and was not subject to
certain investment limitations and other restrictions which, if
applicable, may have adversely affected performance. Performance between
November 11, 1994 and the inception date of the share class listed is
for the Class I shares.
3. S&P 500 is a registered trademark of Standard & Poor's.
4. Lehman Brothers Government/Corporate Bond Index.

Allocation Funds Prospectus 9
<PAGE>

Performance History
- --------------------------------------------------------------------------------

Index Allocation Fund Class A Shares Calendar Year Returns (%)*

[GRAPH APPEARS HERE]
<TABLE>
<S> <C>
1990 7.08
1991 20.69
1992 7.44
1993 12.54
1994 0.68
1995 34.71
1996 17.04
1997 25.18
1998 26.56
1999 19.56
</TABLE>

Best Qtr.: Q4 '98 . 20.85% Worst Qtr.: Q3 '98 . -10.12%

* Returns do not reflect sales charges. If they did, returns would be
lower.

<TABLE>
<CAPTION>
Average annual total return (%)/1/
for the period ended 12/31/99 1 year 5 years 10 years
<S> <C> <C> <C>
Class A (Incept. 4/7/88) 12.70 23.00 15.88
Class B (Incept. 12/15/97)/2/ 13.58 23.34 15.77
Class C (Incept. 7/1/93)/2/ 17.66 23.55 15.79
S&P 500 Index/3/ 21.04 28.56 18.21
</TABLE>

10 Allocation Funds Prospectus
<PAGE>

This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>

Allocation Funds
- ---------------------------------------------------------------------------

These tables are intended to help you understand the various costs and expenses
you will pay as a shareholder in a Fund. A broker/dealer or financial
institution maintaining the account through which you hold Fund shares may
charge separate account, service or transaction fees on the purchase or sale of
Fund shares that would be in addition to the fees and expenses shown here.
Expenses include core and Gateway fees, where applicable.

SHAREHOLDER FEES

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
All Funds
-----------------------------------
CLASS A CLASS B CLASS C
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <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
the NAV at purchase or the NAV at redemption) None/1/ 5.00% 1.00%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Asset Allocation Fund
----------------------------------------------------------
CLASS A CLASS B CLASS C
----------------------------------------------------------
<S> <C> <C> <C>
Management Fees 0.80% 0.80% 0.80%
Distribution (12b-1) Fees 0.00% 0.75% 0.75%
Other Expenses/2/ 0.40% 0.44% 0.38%
- ----------------------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.20% 1.99% 1.93%
- ----------------------------------------------------------------------------------------------------------------------
Fee Waivers/3/ 0.21% 0.25% 0.19%
- ---------------------------------------------------------------------------------------------------------------------
NET EXPENSES 0.99% 1.74% 1.74%
</TABLE>

/1/ Class A shares that are purchased at NAV in amounts of $1,000,000 or more
may be assessed a 1.00% CDSC if they are redeemed within one year from the
date of purchase. See "A Choice of Share Classes" for further information.
All other Class A shares will not have a CDSC.
/2/ Other expenses are based on estimated amounts for the current fiscal year
and reflect the impact of fund mergers, if applicable,which occurred on
November 6, 1999.
/3/ Fee waivers are contractual and apply for one year from the closing date of
the organization (two years for the Asset Allocation Fund). After this
time, the Advisor, with Board approval, may reduce or eliminate such
waivers.

12 Allocation Funds Prospectus
<PAGE>

Summary of Expenses
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
Growth Balanced Index Allocation
Fund Fund
- ---------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1.10% 1.10% 1.10% 0.80% 0.80% 0.80%
0.00% 0.75% 0.75% 0.00% 0.75% 0.75%
0.67% 0.70% 0.65% 0.53% 0.68% 0.54%
- ---------------------------------------------------------------------
1.77% 2.55% 2.50% 1.33% 2.23% 2.09%
- ---------------------------------------------------------------------
0.62% 0.65% 0.60% 0.03% 0.18% 0.04%
- ---------------------------------------------------------------------
1.15% 1.90% 1.90% 1.30% 2.05% 2.05%
</TABLE>

Allocation Funds Prospectus 13
<PAGE>

Allocation Funds
- -------------------------------------------------------------------------------

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 that 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:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Asset Allocation
Fund
-----------------------------------------------------
CLASS A CLASS B CLASS C
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 YEAR $ 670 $ 677 $ 277
3 YEARS $ 893 $ 874 $ 568
5 YEARS $1,157 $1,223 $1,004
10 YEARS $1,907 $1,970 $2,218
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Asset Allocation
Fund
-----------------------------------------------------
CLASS A CLASS B CLASS C
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 YEAR $ 670 $ 177 $ 177
3 YEARS $ 893 $ 574 $ 568
5 YEARS $1,157 $1,023 $1,004
10 YEARS $1,907 $1,970 $2,218
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

14 Allocation Funds Prospectus
<PAGE>

Summary of Expenses
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Growth Balanced Index Allocation
Fund Fund
- --------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
- --------------------------------------------------------------------------------
$ 685 $ 693 $ 293 $ 700 $ 708 $ 308
$1,043 $1,032 $ 721 $ 969 $ 980 $ 651
$1,425 $1,497 $1,277 $1,259 $1,378 $1,120
$2,491 $2,555 $2,791 $2,082 $2,216 $2,418
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Growth Balanced Index Allocation
Fund Fund
- --------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
- --------------------------------------------------------------------------------
$ 685 $ 193 $ 193 $ 700 $ 208 $ 208
$1,043 $ 732 $ 721 $ 963 $ 680 $ 651
$1,425 $1,732 $1,277 $1,247 $1,178 $1,120
$2,491 $2,555 $2,791 $2,053 $2,216 $2,418
- --------------------------------------------------------------------------------

Allocation Funds Prospectus 15
<PAGE>

Key Information
- --------------------------------------------------------------------------------

Core and Gateway Structure
Some of the Funds in this Prospectus are "Gateway" funds in a "core and
Gateway" structure. In this structure, a Gateway fund invests substantially
all of its assets in one or more core portfolios whose objectives and
investment strategies are consistent with a Fund's investment objective.
Gateway funds can enhance their investment opportunities and reduce their
expenses through sharing the costs and benefits of managing a large pool of
assets. Core portfolios do not offer shares to the public. Certain
administrative and other fees and expenses are charged to both the Gateway
fund and the core portfolio(s). The services provided and fees charged to a
Gateway fund are in addition to and not duplicative of the services
provided and fees charged to the core portfolios. References to the
activities of a Gateway fund are understood to refer to the investments of
the core portfolio(s) in which it invests.

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

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 each Fund. The sections that follow provide more
detailed information about the investments and management of each Fund.

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

Investment Objective and Investment Strategies
The investment objective of each 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 each Fund tell you:

. what the Fund is trying to achieve;

. how we intend to invest your money; and

. 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.

16 Allocation Funds Prospectus
<PAGE>

This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>

Asset Allocation Fund
- --------------------------------------------------------------------------------

Investment Objective
The Asset Allocation Fund seeks long-term total return, consistent with
reasonable risk.

---------------------------------------------------------------------------
Investment Strategies
We allocate and reallocate assets among common stocks, U.S. Treasury Bonds
and money market instruments. This strategy is based on the premise that
asset classes are at times undervalued or overvalued in comparison to one
another and that investing in undervalued asset classes offers better long-
term, risk-adjusted returns.

---------------------------------------------------------------------------
Permitted Investments
The asset classes we invest in are:

. Stock Investments--We invest in common stocks to replicate the S&P 500
Index. We do not individually select common stocks on the basis of
traditional investment analysis. Instead, we invest in each company
comprising the S&P 500 Index in proportion to its weighting in the S&P
500 Index to match the total return of the S&P 500 Index as closely as
possible;

. Bond Investments--We invest in U.S. Treasury Bonds to replicate the
Lehman Brothers 20+ Bond Index. Bonds in this Index have remaining
maturities of twenty years or more; and

. Money Market Investments--We invest this portion of the Fund in high-
quality money market instruments, including U.S.Government
obligations, obligations of foreign and domestic banks, short-term
corporate debt instruments and repurchase agreements.

In addition, under normal market conditions, we may invest:

. In call and put options on stock indexes, stock index futures, options
on stock index futures, and interest rate futures contracts as a
substitute for a comparable market position in stocks or bonds;

. In interest rate and index swaps;and

. Up to 25% of total assets in foreign obligations qualifying as money
market investments.

We manage the allocation of investments in the Fund's portfolio assuming a
"normal" allocation of 60% stocks and 40% bonds. This is not a "target"
allocation but rather a measure of the level of risk tolerance for the
Fund.

We are not required to keep a minimum investment in any of the three asset
classes described above, nor are we prohibited from investing substantially
all of our assets in a single class. The allocation may shift at any
time. We may temporarily hold assets in cash or in money market
instruments, including U.S. Government obligations, repurchase agreements
and other short-term investments, to maintain liquidity or 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 total return. The Fund
is a diversified portfolio.

18 Allocation Funds Prospectus
<PAGE>

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

Important Risk Factors

Foreign obligations may entail additional risks, such as currency,
political, regulatory and diplomatic risks, which are described in more
detail in the General Investment Risks section below. The value of
investments in options on stock indexes and stock index futures is affected
by price movements for the stocks in a particular index, rather than price
movements for an individual security.

You should consider the "Summary of Important Risks" section on page 6; the
"General Investment Risks" section beginning on page 30; and the specific
risks listed here. They are all important to your investment choice.

Allocation Funds Prospectus 19
<PAGE>

Asset Allocation Fund
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial
statements, is available upon request in the Fund's annual report.

FOR A SHARE OUTSTANDING

<TABLE>
<CAPTION>
CLASS A SHARES--COMMENCED
ON NOVEMBER 13, 1986
----------------------------------------------------------------------------
Sept. 30, Feb. 28, March 31, March 31, Sept. 30,
For the period ended: 1999/1/ 1999/2/ 1998 1997/3/ 1996/4/
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 25.65 $ 24.99 $ 20.30 $ 21.24 $ 20.74

Income from investment operations:
Net investment income (loss) 0.36 0.38 0.69 0.41 0.57
Net realized and unrealized gain (loss)
on investments 0.19 2.92 6.37 0.65 0.50

Total from investment operations 0.55 3.30 7.06 1.06 1.07

Less distributions:
Dividends from net investment income (0.36) (0.33) (0.69) (0.41) (0.57)
Distributions from net realized gain 0.00 (2.31) (1.68) (1.59) (0.00)

Total from distributions (0.36) (2.64) (2.37) (2.00) (0.57)

Net asset value, end of period $ 25.84 $ 25.65 $ 24.99 $ 20.30 $ 21.24

Total return (not annualized)/7/ 2.10% 13.69% 36.08% 4.94% 5.14%

Ratios/supplemental data:
Net assets, end of period (000s) $1,310,935 $1,362,966 $1,305,848 $1,041,622 $1,057,346

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.95% 0.92% 0.95%/5/ 0.92%/5/ 0.90%/5/
Ratio of net investment income (loss) to
average net assets 2.08% 1.65% 2.99%/5/ 3.91%/5/ 3.53%/5/

Portfolio turnover 29% 31% 51%/5/ 5%/5/ 1%/6/

Ratio of expenses to average net assets prior to
waived fees and reimbursed expenses (annualized) 0.96% N/A N/A N/A N/A

Ratio of net investment income (loss) to average
net assets prior to waived fees and reimbursed
expenses (annualized) 2.07% N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund changed its fiscal year-end from February 28 to September 30.
/2/ The Fund changed its fiscal year-end from March 31 to February 28.
/3/ The Fund changed its fiscal year-end from September 30 to March 31.
/4/ The Fund changed its fiscal year-end from December 31 to September 30.
/5/ Ratio includes income and expenses charged to the Master Portfolio prior to
December 15, 1997.
/6/ Represents portfolio activity for the Fund's stand-alone period only. The
portfolio turnover for the period from April 28, 1996 to September 30, 1996
was 28%.
/7/ Total returns do not include any sales charges. Total returns for periods
less than one year are not annualized.

20 Allocation Funds Prospectus

<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS B SHARES--COMMENCED
ON JANUARY 1, 1995
- ---------------------------------------------------------------------------------------------------------------
Dec. 31, Dec. 31, Sept. 30, Feb. 28, March 31,
1995 1994 1999/1/ 1999/2/ 1998
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 16.73 $ 18.80 $ 15.55 $ 15.16 $ 12.29

0.74 0.77 0.18 0.13 0.29

4.07 (1.31) 0.08 1.77 3.89

4.81 (0.54) 0.26 1.90 4.18

(0.74) (0.77) (0.18) (0.11) (0.29)
(0.06) (0.76) 0.00 (1.40) (1.02)

(0.80) (1.53) (0.18) (1.51) (1.31)

$ 20.74 $ 16.73 $ 15.63 $ 15.55 $ 15.16

29.18% (2.82%) 1.68% 12.98% 35.16%

$1,077,935 $896,943 $491,284 $402,991 $267,060

0.84% 0.84% 1.63% 1.62% 1.60%/5/

3.81% 4.30% 1.42% 0.91% 2.15%/5/

15% 49% 29% 31% 51%/5/

N/A N/A 1.68% 1.63% N/A

N/A N/A 1.37% 0.90% N/A
- ---------------------------------------------------------------------------------------------------------------

<CAPTION>
CLASS C SHARES--
COMMENCED ON
APRIL 1, 1998
- ---------------------------------------------------------------------------------------------------------------
March 31, Sept. 31, Dec. 31, Sept. 30, Feb. 28,
1997/3/ 1996/4/ 1995 1999/1/ 1999
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 12.84 $ 12.50 $ 10.00 $ 15.59 $ 15.16

0.19 0.28 0.22 0.18 0.08

0.41 0.34 2.53 0.09 1.82

0.60 0.62 2.75 0.27 1.90

(0.19) (0.28) (0.22) (0.18) (0.07)
(0.96) (0.00) (0.03) 0.00 (1.40)

(1.15) (0.28) (0.25) (0.18) (1.47)

$ 12.29 $ 12.84 $ 12.50 $ 15.68 $ 15.59

4.62% 4.96% 27.72% 1.69% 12.97%

$89,252 $63,443 $26,271 $20,218 $10,076

1.53%/5/ 1.14%/5/ 1.53% 1.64% 1.64%

3.30%/5/ 3.37%/5/ 2.71% 1.49% 0.69%

5%/5/ 1%/6/ 15% 29% 31%

1.58%/5/ 1.56%/5/ 1.76% 1.70% 1.85%

3.25%/5/ 2.95%/5/ 2.48% 1.40% 0.48%
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

Allocation Funds Prospectus 21
<PAGE>

Growth Balanced Fund
- --------------------------------------------------------------------------------

Investment Objective
The Growth Balanced Fund seeks to provide a combination of current income
and capital appreciation by diversified investments in stocks and bonds.

----------------------------------------------------------------------------
Investment Strategies
The Fund is a Gateway fund that invests in fixed-income and equity core
portfolios in varying proportions, with an emphasis on equity portfolios.
The Fund is designed for investors seeking long-term capital appreciation in
the equity securities market in a balanced fund. The Fund currently invests
in 13 core portfolios of Wells Fargo Core Trust.

----------------------------------------------------------------------------
Permitted Investments
The Fund invests the equity portion of its portfolio in 5 different equity
investment styles. "Style" means either an approach to selecting
investments, or a type of investment that is selected for a Fund. The
blending of multiple equity investment styles is intended to reduce the risk
associated with the use of a single style,which may move in and out of favor
during the course of a market cycle. The Fund invests the fixed-income
portion of the portfolio in 3 different fixed-income investment styles. The
blending of multiple fixed-income investment styles is intended to reduce
the price and return volatility of, and provide more consistent returns
within, the fixed-income portion of the Fund's investments. At least 25% of
our total assets will be invested in fixed-income securities.

The percentage of the Fund's assets invested in different core portfolios
may temporarily deviate from the Fund's current allocation due to changes in
market values. The Advisor will effect transactions periodically to re-
establish the current allocation.

As market or other conditions change, the advisor may attempt to enhance the
Fund's returns by changing the percentage of Fund assets invested in fixed-
income and equity securities. The Fund also may invest in more or fewer
portfolios or invest directly in a portfolio of securities. Absent unstable
market conditions, the Advisor does not anticipate making a substantial
number of percentage changes. When the Advisor believes that a change in the
current allocation percentages is desirable, it will sell and purchase
securities to effect the change. When the Advisor believes that a change
will be temporary (generally, three years or less), it may effect the change
by using futures 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. During these periods, the
Fund may not achieve its objective of providing a combination of current
income and capital appreciation.

22 Allocation Funds Prospectus
<PAGE>

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

Portfolio Allocation
As of September 30, 1999, the core portfolio allocations for the Fund
were as follows:

<TABLE>
<CAPTION>
Investment Style/Portfolios Allocation
<S> <C>
Diversified Equity Style 65%
Index Portfolio 16.3%
Equity Income Portfolio 16.3%
Large Company Style 16.3%
Large Company Growth Portfolio 13.0%
Disciplined Growth Portfolio 3.3%
Diversified Small Cap Style 6.5%
Small Cap Index Portfolio 1.625%
Small Company Growth Portfolio 1.625%
Small Company Value Portfolio 1.625%
Small Cap Value Portfolio 1.625%
International Style 9.8%
International Portfolio 7.35%
International Equity Portfolio 2.45%
Diversified Bond Style 35%
Managed Fixed-Income Portfolio 17.5%
Strategic Value Bond Portfolio 5.8%
Positive Return Bond Portfolio 11.7%
TOTAL FUND ASSETS 100%
</TABLE>

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

Portfolio Management
Please see the "Description of Core Portfolios" section on page 54 for the
objective and principal strategies of each portfolio, and the "Portfolio
Managers" section on page 56 for the professional summaries for these managers.

<TABLE>
<CAPTION>
Core Portfolio Sub-Advisor Portfolio Manager(s)
<S> <C> <C>
Positive Return Bond Portfolio Peregrine William D. Giese, CFA and
Patricia Burns
Strategic Value Bond Galliard Richard Merriam, CFA,
John Huber and David Yim
Managed Fixed-Income Galliard Richard Merriam, CFA,
and Ajay Mirza
Index WCM David D. Sylvester and
Laurie R. White
Equity Income WCM David L. Roberts, CFA and
Gary J. Dunn
Large Company Growth Peregrine John S. Dale, CFA and
Gary E. Nussbaum, CFA
Disciplined Growth Smith Stephen S. Smith, CFA
Small Cap Index Portfolio WCM David D. Sylvester and
Laurie R. White
Small Company Growth Peregrine Robert B. Mersky, CFA and
Paul E. von Kuster, CFA
Small Company Value Peregrine Tasso H. Coin, Jr., CFA and
Douglas G. Pugh, CFA
Small Cap Value Smith Stephen S. Smith, CFA
International Schroder Michael Perelstein
International Equity WCM Katherine Schapiro, CFA and
Stacey Ho, CFA
</TABLE>

Allocation Funds Prospectus 23
<PAGE>

Growth Balanced Fund
- --------------------------------------------------------------------------------

Important Risk Factors
Investments in the Fund will be subject both to the risks of fixed-income
securities and the risks of equity securities discussed in the Summary of
Important Risks on page 6.

24 Allocation Funds Prospectus
<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception,if shorter). KPMG LLP audited this
information which along with their report and the Fund's financial statements,
is available upon request in the Fund`s annual report.

FOR A SHARE OUTSTANDING

<TABLE>
<CAPTION>
CLASS A SHARES-- CLASS B SHARES-- CLASS C SHARES--
COMMENCED ON COMMENCED ON COMMENCED ON
OCT.14, 1998 OCT.1, 1998 OCT.1, 1998
-------------------------------------------------------------------------------
Sept. 30, May 31, Sept. 30, May 31, Sept. 30, May 31,
For the period ended: 1999/1/ 1999 1999/1/ 1999 1999/1/ 1999
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 32.78 $ 28.09 $ 30.76 $ 26.96 $ 30.79 $ 26.96

Income from investment operations:
Net investment income (loss) 0.16 0.63 0.10 0.56 0.07 0.65
Net realized and unrealized gain (loss)
on investments (0.25) 5.67 (0.27) 4.82 (0.21) 4.79

Total from investment operations (0.09) 6.30 (0.17) 5.38 (0.14) 5.44

Less distributions:
Dividends from net investment income 0.00 (0.58) 0.00 (0.55) 0.00 (0.58)
Distributions from net realized gain 0.00 (1.03) 0.00 (1.03) 0.00 (1.03)

Total from distributions 0.00 (1.61) 0.00 (1.58) 0.00 (1.61)

Net asset value, end of period $ 32.69 $ 32.78 $ 30.59 $ 30.76 $ 30.65 $ 30.79

Total return (not annualized)/3/ (0.27%) 22.83% (0.55%) 20.36% 0.45% 20.59%

Ratios/supplemental data:
Net assets, end of period (000s) $ 6,552 $ 3,667 $11,967 $ 8,978 $ 2,153 $ 1,236

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.15%/2/ 1.15%/2/ 1.90%/2/ 1.75%/2/ 1.68%/2/ 1.68%/2/
Ratio of net investment income (loss) to
average net assets 1.83%/2/ 1.92%/2/ 1.08%/2/ 1.34%/2/ 1.30%/2/ 1.45%/2/

Portfolio turnover/3/ 11% 49% 11% 49% 11% 49%

Ratio of expenses to average net assets
prior to waived fees and reimbursed
expenses (annualized)/5/ 1.67%/2/ 1.88%/2/ 2.31%/2/ 2.43%/2/ 2.46%/2/ 4.43%/2/

Ratio of net investment income (loss) to
average net assets prior to waived fees
and reimbursed expenses (annualized) 1.31%/2/ 1.19%/2/ 0.67%/2/ 0.66%/2/ 0.52%/2/ (1.30%)/2/
</TABLE>

/1/ The Fund changed its fiscal year-end from May 31, to September 30.
/2/ Includes expenses allocated from the Portfolio(s) in which the Fund
invests.
/3/ Portfolio turnover rate is calculated by aggregating the results of
multiplying the Fund's Investment percentage in the respective Portfolio by
the corresponding Portfolio's portfolio turnover rate.
/4/ Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the
period shown.
/5/ During each period, various fees and expenses were waived and reimbursed.
The ratio of expenses to average net assets reflects the expense ratio in
the absence of any waivers and reimbursements.

Allocation Funds Prospectus 25
<PAGE>

Index Allocation Fund
- --------------------------------------------------------------------------------

Investment Objective
The Index Allocation Fund seeks to earn a high level of total return,
consistent with the assumption of reasonable risk.

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

Investment Strategies
We allocate and reallocate assets among common stocks, U.S. Treasury bonds
and money market instruments as represented by the various indexes
described below. This strategy is based on the premise that asset classes
are at times undervalued or overvalued in comparison to one another and
that investing in undervalued asset classes offers better long-term,
risk-adjusted returns.

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

Permitted Investments
We invest in the following asset classes:

. Stock Investments--We invest in common stocks to replicate the S&P 500
Index. We do not individually select common stock on the basis of
traditional investment analysis. Instead, we invest in each company
comprising the S&P 500 Index in proportion to its weighting in the S&P
500 Index.

. Bond Investments--We invest in U.S. Treasury bonds to replicate the
Lehman Brothers 20+ Bond Index. Bonds on this Index will have
maturities of 20 years or more; and

. Money Market Investments--We invest this portion of the Fund in
high-quality money market instruments,including U.S. Government
obligations, obligations of foreign and domestic banks, short-term
corporate debt instruments and repurchase agreements.

In addition, under normal market conditions, we invest:

. at least 65% of assets in stocks representative of the S&P 500 Index,
Lehman Brothers 20+ Bond Index or a combination of both;

. in call and put options on stock indexes, stock index futures, options
on stock index futures, interest rate and Interest Rate Futures
contracts as a substitute for a comparable market position in stocks;

. in interest rate and Index Swaps; and

. up to 25% of total assets in obligations of foreign banks qualifying
as money market investments.

We manage the allocation of investments in the Fund's portfolio based on
the assumption that the Fund's "normal" allocation is 100% stocks and no
bonds. This is not a "target" allocation but rather a measure of the level
of risk tolerance for the Fund.

We are not required to keep a minimum investment in any of the three asset
classes, nor are we prohibited from investing substantially all of our
assets in a single class. The asset allocation may shift at any time.

26 Allocation Funds Prospectus
<PAGE>

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

Important Risk Factors
There is no guarantee that securities selected as "undervalued" will
perform as expected. Stocks purchased using the value approach may be more
volatile and less liquid than other comparable securities.

You should consider the "Summary of Important Risks" section on page 6, the
"General Investment Risks" section beginning on page 30, and the specific
risks listed here. They are all important to your investment choice.

Allocation Funds Prospectus 27
<PAGE>

Index Allocation Fund
- --------------------------------------------------------------------------------

FOR A SHARE OUTSTANDING

CLASS A SHARES--COMMENCED
ON APRIL 7, 1988

------------------------------------------------------------------------------------
Sept. 30, Feb. 28, March 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
For the period ended: 1999/1/ 1999/2/ 1998/3/ 1997 1996 1995 1994
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 19.04 $ 17.55 $ 15.51 $ 13.99 $ 13.76 $ 10.67 $ 11.90

Income from investment operations:
Net investment income (loss) 0.02 0.03 0.01 0.28 0.29 0.28 0.31
Net realized and unrealized gain (loss)
on investments 0.68 2.14 2.04 3.23 2.02 3.42 (0.39)

Total from investment operations 0.70 2.17 2.05 3.51 2.31 3.70 (0.08)

Less distributions:
Dividends from net investment income (0.02) (0.03) (0.01) (0.28) (0.29) (0.28) (0.31)
Distributions from net realized gain 0.00 (0.65) 0.00 (1.71) (1.79) (0.33) (0.84)

Total from distributions (0.02) (0.68) (0.01) (1.99) (2.08) (0.61) (1.15)

Net asset value, end of period $ 19.72 $ 19.04 $ 17.55 $ 15.51 $ 13.99 $ 13.76 $ 10.67

Total return (not annualized)/4/ 3.68% 12.60% 13.23% 25.18% 17.04% 34.71% (0.68%)

Ratios/supplemental data:
Net assets, end of period (000s) $94,676 $92,655 $92,733 $80,512 $60,353 $52,007 $40,308

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.26% 1.29% 1.31% 1.26% 1.31% 1.30% 1.30%
Ratio of net investment income (loss) to
average net assets 0.15% 0.19% 0.30% 1.82% 2.06% 2.07% 2.41%

Portfolio turnover 3% 12% 0% 80% 67% 47% 50%

Ratio of expenses to average net assets
prior to waived fees and reimbursed
expenses (annualized) 1.26% N/A 1.32% 1.29% 1.44% 1.35% 1.38%

Ratio of net investment income (loss)
to average net assets prior to waived
fees and reimbursed expenses (annualized) 0.15% N/A 0.29% 1.79% 1.93% 2.02% 2.33%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

28 Allocation Funds Prospectus
<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS B SHARES--COMMENCED CLASS C SHARES--COMMENCED
ON DECEMBER 15, 1997 ON JULY 1, 1993
- -----------------------------------------------------------------------------------------------------------------------------------
Sept. 30, Feb. 28, March 31, Dec. 31, Sept. 30, Feb. 28, March 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1999/1/ 1999/2/ 1998/3/ 1997 1999/1/ 1999/2/ 1998/3/ 1997 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 23.55 $ 21.81 $19.31 $ 18.99 $ 23.56 $ 21.82 $ 19.32 $ 17.42 $ 17.10 $ 13.26 $14.75

(0.05) (0.07) (0.01) 0.00 (0.07) (0.10) (0.02) 0.20 0.22 0.20 0.25

0.80 2.61 2.51 0.32 0.83 2.64 2.52 4.00 2.54 4.24 (0.45)

0.75 2.54 2.50 0.32 0.76 2.54 2.50 4.20 2.76 4.44 (0.20)

0.00 0.00 0.00 0.00 0.00 0.00 0.00 (0.20) (0.22) (0.20) (0.25)
0.00 (0.80) 0.00 0.00 0.00 (0.80) 0.00 (2.10) (2.22) (0.40) (1.04)

0.00 (0.80) 0.00 0.00 0.00 (0.80) 0.00 (2.30) (2.44) (0.60) (1.29)

$ 24.30 $ 23.55 $21.81 $ 19.31 $ 24.32 $ 23.56 $ 21.82 $ 19.32 $ 17.42 $ 17.10 $13.26

3.18% 11.88% 12.95% 1.69% 3.23% 11.88% 13.00% 24.07% 16.37% 33.72% (1.38%)

$19,431 $12,568 $3,322 $ 356 $77,530 $67,364 $56,164 $46,084 $24,655 $16,075 $9,798

2.03% 2.04% 2.06% 2.05% 2.01% 2.05% 2.05% 2.02% 2.05% 2.05% 2.01%

(0.61%) (0.57%) (0.43%) (0.17%) (0.60%) (0.56%) (0.44%) 1.00% 1.35% 1.30% 1.75%

3% 12% 0% 80% 3% 12% 0% 80% 67% 47% 50%

2.07% 2.26% 4.03% 15.17% 2.02% 2.06% 2.09% 2.05% 2.20% 2.17% 2.20%

(0.65%) (0.79%) (2.40%) (13.29%) (0.61%) (0.57%) (0.48%) 0.97% 1.20% 1.18% 1.56%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Allocation Funds Prospectus 29
<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 6. Other
risks of mutual fund investing include the following:

. Unlike bank deposits, such as CDs or savings accounts, mutual funds
are not insured by the FDIC.

. We cannot guarantee that we will meet our investment objectives.

. 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.

. 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.

. Investing in any mutual fund, including those deemed conservative,
involves risk, including the possible loss of any money you invest.

. An investment in a single Fund, by itself, does not constitute a
complete investment plan.

. The Funds that invest in smaller companies, foreign companies
(including investments made through ADRs and similar instruments), and
in emerging markets are subject to additional risks, including less
liquidity and greater price volatility. A Fund's investment in foreign
and emerging markets may also be subject to special risks associated
with international trade, including currency, political, regulatory
and diplomatic risk.

. 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.

. The Funds may invest a portion of their assets in U.S. Government
obligations, such as securities issued or guaranteed by the Government
National Mortgage Association ("GNMAs"), the Federal National Mortgage
Association ("FNMAs") and the Federal Home Loan Mortgage Corporation
("FHLMCs"). Each are mortgage-backed securities representing partial
ownership of a pool of residential mortgage loans. A "pool" or group
of such mortgages is assembled and, after being approved by the
issuing or guaranteeing entity, is offered to investors through
securities dealers. Mortgage-backed securities are subject to
prepayment and extension risk, which can alter the maturity of the
securities and also reduce the rate of return on the portfolio.
Collateralized mortgage obligations ("CMOs") typically represent
principal-only and interest-only portions of such securities and are
subject to increased interest-rate and credit risk.

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

30 Allocation Funds Prospectus
<PAGE>

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

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 each 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.

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

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-issue
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.

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.

Allocation Funds Prospectus 31
<PAGE>

General Investment Risks
- --------------------------------------------------------------------------------

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
rate of 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.

Year 2000 Risk--The Funds' principal service providers have advised the
Funds that they have made the necessary changes to their computer systems
to avoid any systems failure based on an inability to distinguish the year
2000 from the year 1900. Year 2000 risks remain throughout the year, and
may also adversely affect the companies or entities in which the Funds
invest,especially foreign entities, which may be less technologically
prepared. The extent of such impact cannot be predicted.

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 each Fund. You should also see the Statement of Additional Information
for additional information about the investment practices and risks
particular to each Fund.

32 Allocation Funds Prospectus
<PAGE>

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

Investment Practice/Risk

The following table lists some of the additional investment practices of the
Funds, 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 each 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 each Fund remains within the parameters of its
objective.

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

<TABLE>
<CAPTION>
ASSET GROWTH INDEX
ALLOCATION BALANCED ALLOCATION

<S> <C> <C> <C> <C>
INVESTMENT PRACTICE RISK

Borrowing Policies
The ability to borrow from banks for temporary purposes Leverage Risk . . .
to meet shareholder redemptions.

Emerging Markets
Securities of companies locating or operating in Information, Political,
countries considered developing or to have "emerging" Regulatory, Diplomatic, .
stock markets. Generally these securities have the Liquidity and Currency Risk
same type of risks as foreign securities, but to a
higher degree.

Floating and Variable Rate Debt
Instruments with interest rates that are adjusted either Interest Rate and . . .
on a schedule or when an index or benchmark changes. Credit Risk

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

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

High Yield Securities
Debt securities of lower quality that produce generally Interest Rate and .
higher rates of return. These securities, also known as Credit Risk
"junk bonds," tend to be more sensitive to economic
conditions and during sustained periods of rising interest
rates, may experience interest and/or principal defaults.

Illiquid Securities
A security that cannot be readily sold, or cannot be Liquidity Risk . . .
readily sold without negatively affecting its fair price.
Limited to 15% of total assets.
</TABLE>

Allocation Funds Prospectus 33
<PAGE>

General Investment Risks

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

ASSET GROWTH INDEX
ALLOCATION BALANCED ALLOCATION
<S> <C> <C> <C> <C>
INVESTMENT PRACTICE RISK

Loans of Portfolio Securities
The practice of loaning securities to brokers, dealers Credit, Counter-
and financial institutions to increase return on those Party and Leverage . . .
securities. Loans may be made up to Investment Company Risk
Act of 1940 limits (currently one-third of total assets
including the value of the collateral received).

Mortgage- and Asset-Backed Securities
Securities consisting of undivided fractional interest Interest Rate, Credit,
in pools of consumer loans, such as mortgage loans, car Prepayment and . . .
loans, credit card debt or receivables held in trust. Experience Risk

Options
The right or obligation to receive or deliver a Credit, Information
security or cash payment depending on the security's price and Liquidity Risk
or the performance of an index or benchmark. Types of . . .
options used may 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
The temporary investment in shares of another mutual Market Risk
fund. A pro rata portion of the other fund's expenses, . . .
in addition to the expenses paid by the Funds, will be
borne by Fund shareholders.

Privately Issued Securities
Securities that are not publicly traded but which may Liquidity Risk . . .
or may not be resold in accordance with Rule 144A of the
Securities Act of 1933.

Repurchase Agreements
A transaction in which the seller of a security Credit and
agrees to buy back a security at an agreed upon time Counter-Party Risk . . .
and price, usually with interest.
</TABLE>

34 Allocation Funds Prospectus
<PAGE>

Organization and Management of the Funds
- --------------------------------------------------------------------------------

A number of different entities provide services to the Funds. This section shows
how the Funds are 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 Funds.

About Wells Fargo Funds Trust
Each Fund is one of over 60 Funds of Wells Fargo Funds Trust (the "Trust"), an
open-end management investment company. The Trust was organized as a Delaware
business trust on March 10, 1999. The Board of Trustees of the Trust supervises
each 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. Each of the Funds described in this Prospectus
has succeeded to the assets and operations of one or more corresponding Funds of
Stagecoach or Norwest Advantage Funds. The performance and financial statement
history of each Fund's designated predecessor Fund has been assumed by the Wells
Fargo Funds Trust Fund. The succession transactions were approved by the
shareholders of the Stagecoach and Norwest Advantage Funds. The Table on page 53
identifies the Stagecoach or Norwest Advantage Fund predecessors to the Funds.

The Board of Trustees of the Trust supervises the Funds' activities and approves
the selection of various companies hired to manage the Funds' 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 interests of the shareholders it may make a change in one of
these companies.

INVESTMENT ADVISOR CUSTODIANS

Wells Fargo Bank, N.A. Norwest Bank Minnesota, N.A.
525 Market St., San Francisco, CA 6th & Marquette, Minneapolis, MN
Manages the Funds' investment activities (Growth Balanced Fund)

Barclays Global Investors, N.A.
45 Fremont St., San Francisco, CA

(Asset Allocation and Index
Allocation Funds) Provides safekeeping for
the Funds'assets

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
INVESTMENT SUB-ADVISOR
Varies by Fund
See Individual Fund Summaries for Fund Descriptions
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
SHAREHOLDER
TRANSFER SERVICING
DISTRIBUTOR ADMINISTRATOR AGENT AGENTS

Stephens Inc. Wells Fargo Bank, N.A. Boston Financial Data Various Agents
111 Center St. 525 Market St. Services, Inc.
Little Rock, AR San Francisco, CA Two Heritage Dr.
Quincy, MA

Markets the Funds Manages the Maintains records Provide
and distributes Funds' business of shares and services to
Fund shares activities supervises the payment customers
of dividends
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
FINANCIAL SERVICES FIRMS AND SELLING AGENTS
Advise current and prospective shareholders on their Fund investments

- ------------------------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS
</TABLE>

Allocation Funds Prospectus 35
<PAGE>

Organization and Management of the Funds
- --------------------------------------------------------------------------------

In the following sections, the percentages shown are the percentages of the
average daily net assets of each Fund class 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 Funds. Wells Fargo Bank, founded
in 1852, is the oldest bank in the western United States and is one of the
largest banks in the United States. Wells Fargo Bank is a wholly owned
subsidiary of Wells Fargo & Company, a national bank holding company. As of
September 30, 1999, Wells Fargo Bank and its affiliates managed over $129
billion in assets. For providing investment advisory services to the Asset
Allocation and Index Allocation Funds, Wells Fargo is entitled to receive a
fee of 0.80% of each Fund's average annual net assets.

The Growth Balanced Fund is a Gateway Fund that invests in various core
portfolios. Wells Fargo Bank is entitled to receive an investment advisory
fee of 0.25% of the Fund's average annual net assets for providing advisory
services, including the determination of the asset allocations of the
Fund's investments in various core portfolios. Wells Fargo Bank also acts
as the Advisor to, and is entitled to receive a fee from, the core
portfolios. The total amount of investment advisory fees paid to Wells
Fargo Bank as a result of the Fund's investments varies depending on the
Fund's allocation of assets among the various core portfolios.

Dormant Investment Advisory Arrangements
Under the existing investment advisory contract for the Funds, Wells Fargo
Bank has been retained as an investment advisor for Gateway Fund assets
redeemed from a core portfolio and invested directly in a portfolio of
securities. Wells Fargo Bank does not receive any compensation under this
arrangement as long as a Gateway Fund invests substantially all of its
assets in one or more core portfolios. If a Gateway Fund redeems assets
from a core portfolio and invests them directly, Wells Fargo Bank receives
an investment advisory fee from the Gateway Fund for the management of
those assets.

The Sub-Advisors

Barclays Global Fund Advisors ("BGFA"), a wholly owned subsidiary of
Barclays Global Investors, N.A. ("BGI"), is the sub-advisor for the Asset
Allocation and Index Allocation Funds. In this capacity, it is responsible
for the model that is used to manage the investment portfolio and the
selection of securities for the portfolio. As of November 30, 1999, BGI
managed or provided investment advice for assets aggregating in excess of
$738 billion.

Wells Capital Management Incorporated ("WCM"), Galliard Capital Management,
Inc. ("Galliard"), Peregrine Capital Management, Inc. ("Peregrine"),
wholly-owned subsidiaries of Norwest Bank Minnesota, N.A., Smith Asset
Management Group, LP ("Smith Group") and Schroder Investment Management
North America, Inc. ("Schroder") are each sub-advisors to certain core
portfolios in which the Growth Balanced Fund invests.

WCM, which is located at 525 Market Street, 10th Floor, San Francisco,
California 94163, is a wholly owned investment advisor subsidiary of Wells
Fargo Bank, N.A. WCM provides advisory services for registered mutual
funds, company retirement plans, foundations, endowments, trust companies,
and high net worth individuals. As of December 31, 1999, WCM provided
advisory services for over $71 billion in assets.

Peregrine, which is located at LaSalle Plaza, 800 LaSalle Avenue, Suite
1850, Minneapolis, Minnesota 55402, is an investment adviser subsidiary of
Norwest Bank Minnesota, N.A. Peregrine provides investment advisory
services to corporate and public pension plans, profit sharing plans,
savings investment plans and 401(k) plans. As of December 31, 1999,
Peregrine managed approximately $8.1 billion in assets.

36 Allocation Funds Prospectus
<PAGE>

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

Galliard, which is located at LaSalle Plaza, 800 LaSalle Avenue, Suite
2060, Minneapolis, Minnesota 55479, is an investment adviser subsidiary of
Norwest Bank Minnesota, N.A. Galliard provides investment advisory services
to bank and thrift institutions, pension and profit sharing plans, trusts
and charitable organizations and corporate and other business entities. As
of December 31, 1999, Galliard managed approximately $6.1 billion in
assets.

Smith Group, whose principal business address is 300 Crescent Court, Suite
750, Dallas, Texas 75201 is a registered investment adviser. Smith Group
provides investment management services to company retirement plans,
foundations, endowments, trust companies, and high net worth individuals
using a disciplined equity style. As of December 31, 1999, the Smith Group
managed over $1 billion in assets.

Schroder is the sub-advisor for the International Core Portfolio.
Schroder, whose principal business address is 787 7th Avenue, New York, NY
10019, is a registered investment adviser. Schroder provides investment
management services to company retirement plans, foundations, endowments,
trust companies and high net worth individuals. As of September 30, 1999,
Schroder managed $36.1 billion in assets.

The Administrator
Wells Fargo Bank provides the Funds with administration services, including
general supervision of each Fund's operation, coordination of the other
services provided to each 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 each 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 each Fund.

Shareholder Servicing Plan
We have a shareholder servicing plan for each Fund class.We have agreements
with various shareholder servicing agents to process purchase and
redemption requests, to service shareholder accounts, and to provide other
related services. For these services, each Fund pays 0.25% of its average
net assets, except the Asset Allocation Fund which pays 0.10%.

The Transfer Agent
Boston Financial Data Services, Inc. ("BFDS") provides transfer agency and
dividend disbursing services to the Funds. 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 Funds.

Allocation Funds Prospectus 37
<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:

. Class A Shares--with a front-end sales charge, volume reductions and
lower on-going expenses than Class B and Class C shares.

. 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.

. 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 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 $250,000 or more 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 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 Net Asset Value ("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.

38 Allocation Funds Prospectus
<PAGE>

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

---------------------------------------------------------------------------
CLASS A SHARES LISTED IN THIS PROSPECTUS HAVE THE FOLLOWING SALES CHARGE
SCHEDULE:
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
FRONT-END SALES FRONT-END SALES
AMOUNT OF CHARGE AS % OF CHARGE AS % OF
PURCHASE PUBLIC OFFERING PRICE NET AMOUNT INVESTED
<S> <C> <C>
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 over/1/ 0.00% 0.00%
</TABLE>

/1/ We will assess a 1.00% CDSC on Class A shares purchases of $1,000,000
or more or if they are redeemed within one year from the date of purchase,
unless the dealer of record waived its commission with the Funds' 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:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
CLASS B SHARES LISTED IN THIS PROSPECTUS HAVE THE FOLLOWING SALES CHARGE SCHEDULE:
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REDEMPTION WITHIN 1 YEAR 2 YEARS 3 YEARS 4 YEARS 5 YEARS 6 YEARS 7 YEARS 8 YEARS

CDSC 5.00% 4.00% 3.00% 3.00% 2.00% 1.00% 0.00% A shares
</TABLE>

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 B shares received in the reorganization of the Stagecoach Funds in
exchange for Stagecoach Fund shares purchased after July 17, 1999 are also
subject to the above CDSC schedule.

Class B shares received in the reorganization of the Norwest Advantage
Funds in exchange for Norwest Advantage Fund shares purchased after May 18,
1999 are also subject to the above CDSC schedule.

Allocation Funds Prospectus 39
<PAGE>

A Choice of Share Classes
- --------------------------------------------------------------------------------

Class B shares received in the reorganization of the Stagecoach Funds in
exchange for Stagecoach Fund shares purchased prior to July 17, 1999, but
after March 3, 1997, are subject to the following CDSC schedule, and such
shares convert to Class A shares automatically after six years:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
CLASS B SHARES RECEIVED IN EXCHANGE FOR STAGECOACH FUND SHARES PURCHASED AFTER MARCH 3, 1997, BUT
BEFORE JULY 17, 1999 HAVE THE FOLLOWING SALES CHARGE SCHEDULE
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
REDEMPTION WITHIN 1 YEAR 2 YEARS 3 YEARS 4 YEARS 5 YEARS 6 YEARS 7 YEARS

CDSC 5.00% 4.00% 3.00% 3.00% 2.00% 1.00% A shares
</TABLE>

Class B shares received in the reorganization of the Stagecoach Funds in
exchange for Stagecoach Fund shares that were purchased prior to March
3, 1997 are subject to a CDSC if they are redeemed within four years of the
original purchase. The CDSC Schedule for these shares is below:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
CLASS B SHARES RECEIVED IN EXCHANGE FOR STAGECOACH FUND SHARES PURCHASED PRIOR TO
MARCH 3, 1997 HAVE THE FOLLOWING SALES CHARGE SCHEDULE:
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
REDEMPTION WITHIN 1 YEAR 2 YEARS 3 YEARS 4 YEARS 5 YEARS 6 YEARS 7 YEARS

CDSC 3.00% 2.00% 1.00% 1.00% 0.00% 0.00% A shares
</TABLE>

Class B shares received in the reorganization of the Norwest Advantage
Funds in exchange for Norwest Advantage Fund shares purchased prior to May
18, 1999 are subject to the following sales charge schedule on the
exchanged shares, and such shares convert to Class A shares automatically
after seven years:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
CLASS B SHARES RECEIVED IN EXCHANGE FOR NORWEST ADVANTAGE FUND SHARES PURCHASED PRIOR TO
MAY 18, 1999 HAVE THE FOLLOWING SALES CHARGE SCHEDULE:
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REDEMPTION WITHIN 1 YEAR 2 YEARS 3 YEARS 4 YEARS 5 YEARS 6 YEARS 7 YEARS 8 YEARS

CDSC 4.00% 3.00% 3.00% 2.00% 2.00% 1.00% 0.00% A shares
</TABLE>

If you exchange the Class B shares received in the reorganization for Class
B shares of another Fund, you will retain the CDSC schedules of your
exchanged shares. Additional shares purchased will age at the currently
effective higher CDSC schedule first shown above.

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.

40 Allocation Funds Prospectus
<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
. You pay no sales charges on Fund shares you buy with reinvested
distributions.

. 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.

. 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.

. 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 which you have already paid a front-end load, 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.

. You pay no sales charges on Fund shares you purchase with the proceeds
of a redemption of either Class A shares or Class B shares within 120
days of the date of the redemption.

. 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:

. a family unit, including children under the age of twenty-one or single
trust estate;

. a trustee or fiduciary purchasing for a single fiduciary
relationship; or

. the members of a "qualified group" which consists of a "company" (as
defined in the Investment Company Act of 1940, as amended, 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!

Allocation Funds Prospectus 41
<PAGE>

Reduced Sales Charges
- --------------------------------------------------------------------------------

Class B and Class C Share CDSC Reductions
. You pay no CDSC on Funds shares you purchase with reinvested
distributions.

. We waive the CDSC for all redemptions made because of scheduled (Rule
72T withdrawal schedule) or mandatory (withdrawals made after age 701/2
according to IRS guidelines) distributions for certain retirement
plans. (See your retirement plan disclosure for details.)

. 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.)

. 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.

. We waive the Class B share CDSC for withdrawals made by former Norwest
Advantage Fund shareholders in certain qualified accounts up to certain
limits. (See the Statement of Additional Information for further
details.)

. We waive the Class C share CDSC for certain types of accounts.

For Class B shares purchased after May 18, 1999 for former Norwest
Advantage Funds shareholders, after July 17, 1999 for former Stagecoach
Funds shareholders, and for all other shareholders, no CDSC is imposed on
withdrawals that meet of all the following circumstances:

. withdrawals are made by participating in the Systematic Withdrawal Plan;

. withdrawals may not exceed 10% of your fund assets (including "free
shares") annually based on your anniversary date in the Systematic
Withdrawal Plan; and

. you 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 ongoing expenses. The following people can buy Class A
shares at NAV:

. Current and retired employees, directors/trustees and officers of:

. Wells Fargo Funds and its affiliates;

. Wells Fargo and Company and its affiliates;

. Stephens Inc. and its affiliates; and

. Broker-Dealers who act as selling agents.

. 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, trust or investment "wrap accounts"
with whom Wells Fargo Funds 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.

42 Allocation Funds Prospectus
<PAGE>

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

Distribution Plan
We have adopted a Distribution Plan ("Plan") pursuant to Rule 12b-1 under
the Investment Company Act of 1940 for the Class B and Class C shares of
the Funds. 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 Plan. For these services, the Class B and
Class C shares of the Funds pay 0.75% of their average daily net assets on
an annual basis.

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

Allocation Funds Prospectus 43
<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:

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

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

. 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.

. Any exchange between Funds you already own must meet the minimum
redemption and subsequent purchase amounts for the Funds involved.

. 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.

. Exchanges from any share class to a money market fund can only be re-
exchanged for the original share class.

. In order to discourage excessive Fund transaction expenses that must be
borne by other shareholders, 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.

. 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.

44 Allocation Funds Prospectus
<PAGE>

Your Account How to Buy Shares
- --------------------------------------------------------------------------------

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

Pricing Fund Shares
. 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.

. We determine the NAV of each class of the Funds' shares 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 that class. Each Fund's assets are
generally valued at current market prices. We may use fair value pricing
methods to determine the NAV of funds that invest directly or indirectly
in international securities when we believe that closing market prices
do not accurately reflect security values. Such fair value pricing may
result in NAVs that are higher or lower than NAVs based on closing
market prices. See the Statement of Additional Information for further
disclosure.

. We process requests to buy or sell shares of the funds 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 Funds may close early and may
value their shares at earlier times under these circumstances. Requests
we receive in proper form before this time are processed the same day.
Requests we receive after the cutoff time are processed the next
business day.

. The Funds are 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
. By opening an account directly with the Fund (simply complete and return
a Wells Fargo Funds Application with proper payment);

. Through a brokerage account with an approved selling agent; or

. Through certain retirement, benefit and pension plans, or through
certain packaged investment products (please see the providers of the
plan for instructions).

Minimum Investments
. $1,000 per Fund minimum initial investment; or

. $100 per Fund if you use the Systematic Purchase Program; and

. $100 per Fund for all investments after your initial investment.

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 intend to invest.

Allocation Funds Prospectus 45
<PAGE>

Your Account
- --------------------------------------------------------------------------------

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 (If no choice
is indicated, Class A shares will be designated). Your account will be
credited on the business day that the transfer agent receives your
application in proper order. Failure to complete an Application properly
may result in a delay in processing your request.

. Enclose a check for at least $1,000 made out in the full name and share
class of the Fund. For example, "Wells Fargo Growth Balanced Fund, Class
B." Checks made payable to any other entity other than Wells Fargo Funds
will be returned "not in good order/proper form."

. You may start your account with $100 if you elect the Systematic
Purchase Plan option on the Application.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
. Mail to: Wells Fargo Funds Overnight Mail Only: Wells Fargo Funds
Attn: CCSU-Boston Attn: CCSU-Boston Financial
Financial 66 Brooks Drive
Po Box 8266 Braintree, MA 02184
Boston, MA 02266-8266

- --------------------------------------------------------------------------------
IF YOU ARE BUYING ADDITIONAL SHARES:
- --------------------------------------------------------------------------------------
</TABLE>

. Make a check payable to the full name and share class of your Fund for
at least $100. Be sure to write your account number on the check as
well.

. Enclose the payment stub/card from your statement if available.

. Mail to: Wells Fargo Funds
Attn: CCSU-Boston Financial
PO Box 8266
Boston, MA 02266-8266

46 Allocation Funds Prospectus
<PAGE>

How to Buy Shares
- --------------------------------------------------------------------------------

BY WIRE

IF YOU ARE BUYING SHARES FOR THE FIRST TIME:
---------------------------------------------------------------------------

. You must first call Shareholder Services at 1-800-222-8222, option 0, to
notify them of an incoming wire trade.

. If you do not currently have an account, complete a Wells Fargo Funds
Application. You must wire at least $1,000. Be sure to indicate the Fund
name and the share class into which you intend to invest.

. Mail the completed Application. Your account will be credited on the
business day that the transfer agent receives your application in proper
order.

. Overnight Application to: Wells Fargo Funds

ATTN: CCSU-Boston
Financial
66 Brooks Drive
Braintree, MA 02184

. Wire money to: State Street Bank & Trust Attention:
Boston, MA Wells Fargo Funds
(Name of Fund and
Share Class)

Bank Routing Number:
ABA 011-000028 Account Name:
(Registration Name
Indicated on
Wire Purchase Account Application
Number:
9905-437-1

---------------------------------------------------------------------------
IF YOU ARE BUYING ADDITIONAL SHARES:
---------------------------------------------------------------------------

. Instruct your wiring bank to transmit at least $100 according to the
instructions given below. Be sure to have the wiring bank include your
current account number and the name your account is registered in.

. Wire money to: State Street Bank & Trust Attention:
Boston, MA Wells Fargo Funds (Name
of Fund and Share Class)
Bank Routing Number:
ABA 011 000028 Account Name:
(Registration Name
Wire Purchase Account Indicated on Account)
Number: 9905-437-1

Allocation Funds Prospectus 47
<PAGE>

Your Account How to Buy Shares
- ---------------------------------------------------------------------------

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 Shareholder Services at 1-800-222-8222, option 0 for a Shareholder
Service Representative or option 1 to use our Automated Voice Response
service to either:

. transfer at least $1,000 from a linked settlement account, or.

. exchange at least $1,000 worth of shares from an existing Wells Fargo
Fund. Please see the "Exchanges" section for special rules.

--------------------------------------------------------------------------
IF YOU ARE BUYING ADDITIONAL SHARES:
--------------------------------------------------------------------------

. Call Shareholder Services at 1-800-222-8222, option 0 for a Shareholder
Service Representative or option 1 to use our Automated Voice Response
service to either:

. transfer at least $100 from a linked settlement account, or

. exchange at least $100 worth of shares from another Wells Fargo Fund.
Please see the "Exchanges" section for special rules.

48 Allocation Funds Prospectus
<PAGE>

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 or other types of accounts, please consult
your selling agent.

BY MAIL

. Write a "Letter of Instruction" stating your name,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 exactly as their
names appear on the account application.

. You may request that redemption proceeds be sent to you by check, by
ACH transfer into a bank account, or by wire. Please call Shareholder
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 not 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.

. Mail to: Wells Fargo Funds
Attn:CCSU-Boston Financial
PO Box 8266
Boston, MA 02266-8266

BY PHONE

. Call Shareholder Services at 1-800-222-8222, option 0 for shareholder
services representative or option 1 to use our Automated Voice Response
service 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
Shareholder 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 not currently our practice to do so.

. Telephone privileges are automatically made available to you unless you
specifically decline them on your Application or subsequently in
writing.

. Telephone 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.

. We will not mail the proceeds of a telephone redemption request if the
address on your account was changed in the last 30 days.

Allocation Funds Prospectus 49
<PAGE>

Your Account How to Sell Shares
- --------------------------------------------------------------------------------

GENERAL NOTES FOR SELLING SHARES

. 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 time are processed on the same business day.

. Your redemptions are net of any applicable CDSC.

. If you 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, through ACH 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.

50 Allocation Funds Prospectus
<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.

. Systematic withdrawals may only be processed on or about the 25th of the
month. Call Investor Services at 1-800-222-8222 for more information.
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.

. 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.

. 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:

. must have a Fund account valued at $10,000 or more;

. must have your distributions reinvested; and

. 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 Funds in this Prospectus pay any dividends periodically and make
capital gains distributions annually.

We offer the following distribution options:

. 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.

. 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.

. 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.

Allocation Funds Prospectus 51
<PAGE>

Additional Services and Other Information
- -------------------------------------------------------------------------------

. 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 federal income taxes is based on laws
that were in effect as of the date of this Prospectus. The discussion
summarizes only some of the important federal income tax considerations
that affect the Funds 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 including the federal, state, local and
foreign tax consequences to you of an investment in a Fund. Federal income
tax considerations are discussed further in the Statement of Additional
Information.

We will pass on to you substantially all of a Fund's net investment income
and capital gains. Distributions of a Fund's net investment income, net
short-term capital gain and income from certain other sources will be
taxable to you as ordinary income. Distributions of a Funds' net long-term
capital gain will be taxable to you as net capital gain. Corporate
shareholders may be able to deduct a portion of distributions when
determining their taxable income.

Distributions from a Fund normally will be taxable to you when paid,
whether you take the distributions in cash or automatically reinvest them
in additional Fund shares. However, distributions declared in October,
November and December of one year and distributed in January of the
following year will be taxable as if they were paid on December 31 of the
first year. At the end of each year, you will be notified as to the federal
income tax status of your distributions for the year.

If you buy shares of a Fund shortly before it makes a distribution, your
distribution from the Fund will, in effect, be a taxable return of part of
you investment. Similarly, if you buy shares of a Fund that holds
appreciated securities in its portfolio, you will receive a taxable return
of part of your investment if and when the Fund sells the appreciated
securities and realizes the gain. Some of the funds have built up, or have
the potential to build up, high levels of unrealized appreciation.

Your redemptions (including redemptions in-kind) and exchanges of Fund
shares ordinarily will result in a taxable capital gain or loss, depending
on the amount you receive for your shares (or are deemed to receive in the
case of exchanges) and the amount you paid (or are deemed to have paid) for
them.

Foreign shareholders may be subject to different tax treatment, including
withholding taxes. In certain circumstances, U.S. residents may be subject
to backup withholding at a 31% rate on distributions and redemption
proceeds paid by a Fund.

52 Allocation Funds Prospectus
<PAGE>

Table of Predecessors
- --------------------------------------------------------------------------------

The Funds in this Prospectus were created as part of the reorganization of
the Stagecoach Family of Funds, advised by Wells Fargo Bank, N.A., and the
Norwest Investment Management, Inc., into a single mutual fund complex. The
reorganization followed the merger of the advisors' parent companies.

Each Fund is an accounting survivor of a former Stagecoach Funds, Inc. or
Norwest Advantage Funds fund, as indicated in the Table of Predecessors
below. The performance histories and financial highlights of each Fund are
the performance histories and financial highlights of the predecessor fund.

Wells Fargo Funds Trust Predecessor Fund

Asset Allocation Fund Stagecoach Asset Allocation Fund

Growth Balanced Fund Norwest Advantage Growth Balanced Fund

Index Allocation Fund Stagecoach Index Allocation Fund

Allocation Funds Prospectus 53
<PAGE>

Description of Care Portfolios
- --------------------------------------------------------------------------------

FUND OBJECTIVE
<S> <C>
The Portfolio seeks capital appreciation by investing in common stocks of larger
Disciplined Growth Portfolio companies.

The Portfolio seeks to provide long-term capital appreciation consistent with
Equity Income Portfolio above-average dividend income.

The Portfolio seeks to replicate the return of the S&P 500 Index with minimum tracking
Index Portfolio error and to minimize transaction costs.

The Portfolio seeks to provide long-term capital appreciation by investing directly or
International Portfolio indirectly in high-quality companies based outside the United States.

The Portfolio seeks total return, with an emphasis on capital appreciation, over the
International Equity long-term by investing in equity securities of companies located or operating in
Portfolio developed non-U.S. countries and in emerging markets of the world.

The Portfolio seeks to provide long-term capital appreciation by investing primarily in
Large Company Growth large, high-quality domestic companies that the advisor believes have superior growth
Portfolio potential.

Managed Fixed-Income The Portfolio seeks consistent fixed-income returns by investing primarily in
Portfolio investment grade intermediate-term securities.

The Portfolio seeks positive total return each calendar year regardless of general bond
Positive Return Bond market performance by investing in a portfolio of high quality U.S. Government
Portfolio securities and corporate fixed-income securities.

The Portfolio seeks capital appreciation by investing in common stocks of smaller
Small Cap Value Portfolio companies.

Small Company Growth The Portfolio seeks to provide long-term capital appreciation by investing in smaller
Portfolio domestic companies.

The Portfolio seeks to provide long-term capital appreciation by investing primarily in
Small Company Value common stocks of smaller companies whose market capitalization is less than the largest
Portfolio stock in the Russell 2000 Index, which, as of December 1999 was $13 billion, but is
expected to change frequently.

Strategic Value Bond The Portfolio seeks total return by investing primarily in income-producing securities.
Portfolio
</TABLE>

54 Allocation Funds Prospectus
<PAGE>

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

PRINCIPAL STRATEGY

The Portfolio seeks higher long-term returns by investing primarily in the
common stocks of companies that, in the view of the advisor, possess above
average potential for growth. The Portfolio invests in companies with average
market capitalizations greater than $5 billion.

The Portfolio invests primarily in the common stock of large, high-quality
domestic companies that have above-average return potential based on current
market valuations.

Under normal circumstances, the Portfolio holds stocks representing 100% of the
capitalization-weighted market values of the S&P 500 Index.

In general, the Portfolio will invest only in securities of companies and
governments in countries that the advisor, in its judgment, considers both
politically and economically stable. The Portfolio may invest more than 25% of
its total assets in investments in a particular country, region, or type of
investment. The Portfolio also invests in securities of emerging market
countries.

The advisor expects that securities held in the Portfolio will be traded on a
stock exchange or other market in the country in which the issuer is based, but
they also may be traded in other countries, including the U.S. They apply a
fundamentals-driven, value oriented analysis to identify companies with above-
average potential for long-term growth and total return capabilities.

The advisor considers large companies to be those whose market capitalization is
greater than the median of the Russell 1000 Index, which was $4.0 billion as of
December 1999, but is expected to change frequently.

The Portfolio invests in a diversified portfolio of fixed- and variable-rate
U.S. dollar-denominated, fixed-income securities of a broad spectrum of U.S. and
foreign issuers including U.S. Government securities and the debt securities of
financial institutions, corporations and others.

The Portfolio's assets are divided into two components, "short" bonds with
maturities (or average life) of two years or less, and "long" bonds with
maturities of 25 years or more.

The Portfolio will normally invest substantially all of its assets in securities
of companies with market capitalizations that reflect the market capitalization
of companies included in the Russell 2000 Index, which, as of December 1999,
ranged from $10 million to $13 billion, but is expected to change
frequently.

The Portfolio invests primarily in the common stock of small domestic companies
that are either growing rapidly or completing a period of significant change.
Small companies are those companies whose market capitalization is less than the
largest stock in the Russell 2000 Index, which, as of December 1999, was $13
billion, but is expected to change frequently.

The advisor focuses on securities that are conservatively valued in the
marketplace relative to the stock of comparable companies, as determined by
price/earnings ratios, cash flows, or other measures.

The Portfolio invests in a broad range of debt securities in order to create a
strategically diversified portfolio of fixed-income investments. These
investments include corporate bonds, mortgage- and other asset-backed
securities, U.S. Government securities, preferred stock, convertible bonds, and
foreign bonds.

Allocation Funds Prospectus 55
<PAGE>

Portfolio Managers
- --------------------------------------------------------------------------------

Patricia Burns
Growth Balanced Fund and its predecessor since 1998
Ms. Burns joined Peregrine over ten years ago and is a Senior Vice
President and Portfolio Manager for taxable fixed-Income portfolios. She
has been associated with Norwest Bank and its affiliates since 1983. Ms.
Burns has a BA in Child Psychology/Sociology and a MBA from the University
of Minnesota.

Tasso H.Coin, Jr., CFA
Growth Balanced Fund and its predecessor since 1995
Mr. Coin joined Peregrine in 1995 as a Senior Vice President. His
responsibilities include overseeing the Small Company Value Portfolio.
Prior to 1995, Mr. Coin was a research officer at Lord Asset Management.
Mr. Coin received his BBA in Economics from Loyola University of Chicago.

John S. Dale, CFA
Growth Balanced Fund and its predecessor since 1989
Mr. Dale joined Peregrine in 1988 as a Senior Vice President and has
managed large company growth portfolios since 1983, currently totaling
assets in excess of $3 billion. Prior to joining Peregrine, Mr. Dale has
been associated with Norwest Bank and its affiliates since 1968. Mr. Dale
received his BA in Marketing from the University of Minnesota.

Gary J.Dunn, CFA
Growth Balanced Fund and its predecessor since 1989
Mr. Dunn joined WCM in 1998 as Principal for its Equity Income Team. WCM
and NIM combined investment advisory services under the WCM name in 1999.
Mr. Dunn formerly was the Director of Institutional Investments of NIM. He
has been associated with Norwest or its affiliates as a Financial Analyst
and Portfolio Manager since 1979. Mr. Dunn received a BA in Economics from
Carroll College.

William D.Giese,CFA
Growth Balanced Fund and its predecessor since 1994
Mr. Giese joined Peregrine more than 10 years ago as a Senior Vice
President and Portfolio Manager. His responsibilities include overseeing
the Positive Return Bond Portfolio. Mr. Giese has more than 20 years of
experience in fixed-Income securities management. Mr. Giese received his BS
in Civil Engineering from the Illinois Institute of Technology and a MBA
from the University of Michigan.

Stacey Ho,CFA
Growth Balanced Fund and its predecessor since 1999
Ms. Ho joined WCM in 1997 as an International Equity Portfolio Manager. She
manages international equity funds and portfolios for the Firm's
institutional clients. In 1995 and 1996 she was an International Equity
Portfolio Manager at Clemente Capital Management, and from 1990 to 1995 she
managed Japanese and U.S. equity portfolios for Edison International. Ms.
Ho has over 10 years of international equity investment management
experience. Ms. Ho received a BS in Civil Engineering from San Diego State
University, a MS in Environmental Engineering from Stanford University and
a MBA from the University of California at Los Angeles.

John Huber
Growth Balanced Fund and its predecessor since 1998
Mr. Huber joined Galliard at the firm's inception in 1995 as a Portfolio
Manager. Currently, Mr. Huber is highly involved with portfolio
management, strategy, issue selection and trading. Mr.Huber oversees the
Strategic Value Bond Portfolio and specializes in corporate and
asset/mortgage-backed securities. Prior to joining Galliard, Mr.Huber was
an Assistant Portfolio Manager with NIM. In addition, he previously served
as a Senior Analyst in Norwest's Capital Market Credit Group. Mr. Huber
received a BA in Communications from the University of Iowa and a MBA from
the University of Minnesota.

56 Allocation Funds Prospectus
<PAGE>

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

Richard Merriam,CFA
Growth Balanced Fund and its predecessor since 1995
Mr. Merriam joined Galliard at the firm's inception in 1995. Currently, Mr.
Merriam is a Managing Partner at Galliard. He is responsible for investment
process and strategy. Mr. Merriam oversees the Strategic Value Bond
Portfolio and Managed Fixed-Income Portfolios. Prior to joining Galliard,
Mr. Merriam was Chief Investment Officer for Insight Management. Mr.
Merriam received a BA in Economics and English from the University of
Michigan and a MBA from the University of Minnesota.

Robert B.Mersky,CFA
Growth Balanced Fund and its predecessor since 1989
Mr. Mersky is founder, President and a Portfolio Manager at Peregrine. In
1984, Mr. Mersky and five other Senior Portfolio Managers founded
Peregrine. Mr. Mersky is responsible for Peregrine's Small Cap Equity style
and oversees the Small Company Growth Portfolio. Mr. Mersky has actively
managed small cap stocks since 1973. Prior to joining Peregrine, Mr. Mersky
has been associated with Norwest Bank since 1968; and his responsibilities
included Senior Research Analyst, Portfolio Manager, Director of Research
and Chief Investment Officer. Mr. Mersky received his BS in Accounting from
the University of Minnesota.

Ajay Mirza
Growth Balanced Fund and its predecessor since 1998
Mr. Mirza joined Galliard at the firm's inception in 1995 as a Portfolio
Manager and Mortgage Specialist. Prior to joining Peregrine, Mr. Mirza was
a research analyst at Insight Investment Management and at Lehman Brothers.
Mr. Mirza holds a BE in Instrumentation from the Birla Institute of
Technology (India), a MA in Economics from Tulane University, and a MBA
from the University of Minnesota.

Gary E. Nussbaum,CFA
Growth Balanced Fund and its predecessor since 1990
Mr. Nussbaum joined Peregrine in 1990 as a Vice President and Portfolio
Manager where he has managed large company growth portfolios, currently
totaling assets in excess of $3 billion. Mr. Nussbaum received a BBA in
Finance and a MBA from the University of Wisconsin.

Michael Perelstein
Growth Balanced Fund and its predecessor since 1997
Mr. Perelstein joined Schroder in 1997 as a Senior Vice President. Mr.
Perelstein currently manages international portfolios and has more than 22
years of investment experience that includes more than 15 years
specializing in overseas investing. Mr. Perelstein, along with the Schroder
EAFE (Europe, Asia, Far East) Team, manages more than $7 billion in assets.
Prior to 1997, Mr.Perelstein was a Director and a Managing Director at
MacKay-Shields. Mr. Perelstein has a BA in Economics from Brandies
University and a MBA from the University of Chicago.

Douglas G.Pugh,CFA
Growth Balanced Fund and its predecessor since 1997
Mr. Pugh joined Peregrine in 1997 as a Senior Vice President. Mr. Pugh
currently co-manages the Small Company Value Portfolio. Prior to 1997, Mr.
Pugh was a Senior Equity Analyst and Portfolio Manager for Advantus Capital
Management, an investment advisor firm. Mr. Pugh has a BS in Finance and
Business Administration from Drake University and a MBA from the University
of Minnesota.

David L.Roberts,CFA
Growth Balanced Fund and its predecessor since 1989
Mr. Roberts joined WCM in 1998 as the Equity Income Managing Director and
simultaneously held this position at NIM until WCM and NIM combined
investment advisory services under the WCM name in 1999. Mr. Roberts joined
Norwest Corporation in 1972 as a Securities Analyst. He became

Allocation Funds Prospectus 57
<PAGE>

Portfolio Managers
- --------------------------------------------------------------------------------

Assistant Vice President Portfolio Manager in 1980 and was promoted to Vice
President in 1982. He holds a BA in Mathematics from Carroll College.

Katherine Schapiro, CFA
Growth Balanced Fund and its predecessor since 1999
Ms. Schapiro joined WCM in 1997 as International Equity Managing Director.
She manages international equity funds and portfolios for the Firm's
institutional clients. She joined WCM in 1997 from Wells Fargo Bank where
she was a Portfolio Manager from 1992 to 1997. Ms. Schapiro's 18 years of
investment experience includes investment management from 1988 to 1992 at
Newport Pacific Management, an international investment advisory firm. Ms.
Schapiro received her BA in Spanish Literature from Stanford University.
She was the past President of the Security Analysts of San Francisco.

Stephen S.Smith, CFA
Growth Balanced Fund and its predecessor since 1997
Mr. Smith is Principal and Chief Executive Officer of the Smith Asset
Management Group, L.P. Mr. Smith manages the Disciplined Growth Portfolio
and Small Cap Value Portfolio. Prior to 1995, Mr. Smith previously served
as Senior Portfolio Manager with NationsBank. Mr. Smith has a BS in
Industrial Engineering and a MBA from the University of Alabama.

David D.Sylvester
Growth Balanced Fund and its predecessor since 1996
Mr. Sylvester has been with Wells Fargo & Company and its predecessors in
an investment management capacity for over 20 years. Mr. Sylvester joined
WCM in 1998 as the Firm's Executive Vice President for Liquidity
Investments. He simultaneously held the position of Managing Director for
Reserve Asset Management at NIM (since 1997) until WCM and NIM combined
investment advisory services under the WCM name in 1999. Mr. Sylvester has
nearly 25 years of investment experience. He specializes in portfolio and
securities analysis, fixed-income trading and the ability to add stability
and safety through maximizing fund diversification. He also manages
structured and derivative securities, and institutional and personal trust
assets. Mr. Sylvester attended the University of Detroit-Mercy.

Paul E.von Kuster,CFA
Growth Balanced Fund and its predecessor since 1989
Mr. von Kuster joined Peregrine in 1984 as a Senior Vice President and
Portfolio Manager. He currently co-manages the Small Company Growth
Portfolio. Mr. von Kuster has a BA in Philosophy from Princeton University.

Laurie R.White
Growth Balanced Fund and its predecessor since 1996
Ms. White joined WCM in 1998 as a Principal for the Liquidity Investments
Team and simultaneously was a Director for Reserve Asset Management at NIM
(since 1997) until WCM and NIM combined investment advisory services under
the WCM name in 1999. Ms. White specializes in managing short-term
securities, along with structured and derivative securities, and
institutional and personal trust assets. Ms. White received a BA in
Political Science from Carleton College and a MBA from the University of
Minnesota.

David Yim
Growth Balanced Fund and its predecessor since 1998
Mr. Yim joined Galliard in 1995 as a Portfolio Manager/Research Analyst.
Mr. Yim co-manages the Strategic Value Bond Portfolio and is Head of Credit
Research. Prior to 1995, Mr. Yim served as a Research Analyst with American
Express Financial Advisors. Mr. Yim has a BA in International Relations
from Middlebury College and a MBA from the University of Minnesota.

58 Allocation Funds Prospectus
<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.

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.

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."

Collateralized Mortgage Obligations ("CMOs")
Securities collateralized by portfolios of mortgage pass-through
securities. CMOs are structured into multiple classes, and are paid
according to class maturity, shortest maturities paid first.

Current Income
Earnings in the form of dividends or interest as opposed to capital growth.
See also "total return."

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 Funds' total assets.

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.

Allocation Funds Prospectus 59
<PAGE>

Glossary
- --------------------------------------------------------------------------------

Emerging Markets
Markets associated with a country that is considered by international
financial organizations, such as the International Finance Corporation and
the International Bank for Reconstruction and Development, and the
international financial community to have an "emerging" stock market. Such
markets may be under-capitalized, have less-developed legal and financial
systems or may have less stable currencies than markets in the developed
world.

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" and are issued by the Federal
National Mortgage Association.

Gateway Fund
A Fund that invests its assets in one or more core portfolios, instead of
directly in securities, to achieve its investment objective.

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

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.

Money Market Instruments
High-quality short-term instruments meeting the requirements of Rule 2a-7
of the Investment Company Act of 1940, 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.

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.

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

60 Allocation Funds Prospectus
<PAGE>

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

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.

Share holder 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.

S&P,S&P 500 Index
Standard and Poor's, a nationally recognized ratings organization. S&P's
also publishes various indexes or lists of companies representative of
sectors of the U.S. economy.

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
Funds.

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.

Allocation Funds Prospectus 61
<PAGE>

This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>

[Page Internationally Left Blank]
<PAGE>

YOU MAY WISH TO REVIEW THE FOLLOWING DOCUMENTS:

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

ANNUAL/SEMI-ANNUAL REPORTS
provide certain financial and other important information, including a
discussion of the market conditions and investment strategies that
significantly affected Fund performance, for the most recent reporting
period.

THESE DOCUMENTS ARE AVAILABLE FREE OF CHARGE:

Call: 1-800-222-8222, option 4;

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

Visit the SEC's website 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:
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

------------------------------------------------------
NOT FDIC INSURED - NO BANK GUARANTEE - MAY LOSE VALUE
------------------------------------------------------
<PAGE>

Institutional Class
WELLS FARGO ALLOCATION FUNDS

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.

February 1 2000
PROSPECTUS

Aggressive Balanced-Equity Fund

Asset Allocation Fund

Growth Balanced Fund

Moderate Balanced Fund

Strategic Income Fund
<PAGE>

[PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

Table of Contents Allocation Funds
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
Overview Objectives and Principal Strategies 4

This section contains important Summary of Important Risks 6
summary information about the
Funds. Performance History 8

Summary of Expenses 14

Key Information 16

- ----------------------------------------------------------------------------------------------------------
The Funds Aggressive Balanced-Equity Fund 18

This section contains important Asset Allocation Fund 22
information about the individual
Funds. Growth Balanced Fund 24

Moderate Balanced Fund 28

Strategic Income Fund 32

General Investment Risks 36

Organization and Management
of the Funds 41

- ----------------------------------------------------------------------------------------------------------
Your Investment Your Account 44

Turn to this section for How to Buy Shares 45
information on how to open an
account and how to buy, sell and How to Sell Shares 46
exchange Fund shares.
Exchanges 47

- ----------------------------------------------------------------------------------------------------------
Reference Other Information 48

Look here for additional Table of Predecessors 49
information and term
definitions. Description of Core Portfolios 50

Portfolio Managers 52

Glossary 56
</TABLE>
<PAGE>

Allocation Funds Overview
- -------------------------------------------------------------------------------
See the individual Fund descriptions in this Prospectus for further details.

FUND OBJECTIVE

Aggressive Balanced-Equity Fund Seeks a combination of current income and
capital appreciation by diversifying
investments in stocks and bonds.

Asset Allocation Fund Seeks long-term total return, consistent
with reasonable risk.

Growth Balanced Fund Seeks a combination of current income and
capital appreciation by diversifying
investments in stocks and bonds.

Moderate Balanced Fund Seeks a combination of current income and
capital appreciation by diversifying
investments in stocks, bonds and other
fixed-income investments.

Strategic Income Fund Seeks a combination of current income and
capital appreciation by diversifying
investments in bonds, other fixed-income
investments and stocks.

4 Allocation Funds Prospectus
<PAGE>

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

PRINCIPAL STRATEGY

The Fund is a Gateway fund that normally invests 20% of total assets in
fixed-income securities and 80% of total assets in equity securities. The
equity portion of the Fund's portfolio uses 5 different equity investment
styles. The fixed-income portion of the Fund's portfolio uses 3 different
fixed-income investment styles.

The Fund is a Gateway fund designed for investors seeking roughly
equivalent exposure to fixed-income securities and equity securities. The
Fund's portfolio is evenly balanced between fixed-income and equity
securities and uses a "multi-style" approach designed to minimize the risk
of investing in a single investment style.

The Fund is a Gateway fund that normally invests 20% of total assets in
equity securities and 80% of total assets in fixed-income securities. The
equity portion of the Fund's portfolio uses 5 different equity investment
styles. The fixed income portion of the Fund's portfolio uses 4 different
fixed-income investment styles.

Allocation Funds Prospectus 5
<PAGE>

Summary of Important Risks
- --------------------------------------------------------------------------------

. the individual Fund Descriptions later in this Prospectus;
. under the "General Investment Risks" section beginning on page 36; and
. in the Funds' 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 Federal Deposit Insurance Corporation or any other
government agency. It is possible to lose money by investing in a Fund.

COMMON RISKS FOR THE FUNDS

Equity Securities
Each 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 a Fund's portfolio. Certain types of stock and certain
individual stocks selected for a Fund's portfolio may underperform or
decline in value more than the overall market. As of the date of this
Prospectus, the equity markets, as measured by the S&P 500 Index and other
commonly used indexes, are trading at or close to record levels. There can
be no guarantee that these levels will continue. The Funds that invest in
smaller companies, in foreign companies (including investments made through
American Depositary Receipts and similar instruments), and in emerging
markets are subject to additional risks, including less liquidity and
greater price volatility. A Fund's investment in foreign companies and
emerging markets are also subject to special risks associated with
international investing, including currency, political, regulatory,
information and diplomatic risks.

6 Allocation Funds Prospectus
<PAGE>

<TABLE>
<CAPTION>
FUND SPECIFIC RISKS
<S> <C>
The Asset Allocation Fund uses an investment model that seeks
Asset Allocation Fund undervalued asset classes. There is no guarantee that the asset
allocation model will make accurate determinations or that an
asset class we believe is undervalued will perform as expected. We
may incur higher than average portfolio turnover resulting from
allocation shifts recommended by the model. Portfolio turnover
increases transaction costs and may trigger capital gains.

These Funds invest in smaller companies that may be more
volatile than investments in larger companies. Smaller companies
also may have higher failure rates than larger companies.
Investments in foreign markets may also present special risks,
including currency, political, diplomatic, regulatory and liquidity
Aggressive Balanced-Equity, risks. The Funds also are subject to leverage risk, which is the risk
Growth Balanced and that some small transactions may multiply smaller market
Moderate Balanced Funds movements into large changes in a Fund's net asset value. This
risk may occur when a Fund borrows money or enters into
transactions that have a similar effect, such as short sales and
forward commitment transactions. This risk also may occur when
a Fund makes investment in derivatives, such as options or futures
contracts.

We may invest in debt securities that are in low or below
investment grade categories, or are unrated or in default at the
time of purchase. Such debt securities have a much greater risk of
default (or in the case of bonds currently in default, of not
returning principal) and are more volatile than higher-rated
securities of similar maturity. The value of such debt securities will
be affected by overall economic conditions, interest rates, and the
Strategic Income Fund creditworthiness of the individual issuers. Additionally, these
lower rated debt securities may be less liquid and more difficult to
value than higher rated securities.

Stocks of the smaller and medium-sized companies in which the
Fund may invest may be more volatile than larger company
stocks. Investments in foreign markets may also present special
risks, including currency, political, diplomatic, regulatory and
liquidity risks.
</TABLE>

Allocation Funds Prospectus 7
<PAGE>

Performance History
- --------------------------------------------------------------------------------

The information on the following pages shows you how each Fund has
performed and illustrates the variability of a Fund's returns over time.
Each Fund's average annual returns from inception, and for one-, five- and
ten-year periods (as applicable) are compared to the performance of an
appropriate broad-based index.

Please remember that past performance is no guarantee of future results.

Aggressive Balanced-Equity Fund Institutional Class Calendar Year Returns
(%)

[GRAPH APPEARS HERE]

Best Qtr.: Q4 `98 . 20.01% Worst Qtr.: Q3 `98 . -8.89%

Average annual total return (%)
Since
for the period ended 12/31/99 1 Year Inception
Institutional Class (Incept. 12/02/97) 15.59 19.08
S&P 500 Index/1/ 21.04 24.71
LB Gov't./Corp. Bond Index/2/ -2.15 3.88

1. S&P 500 is a registered trademark of Standard & Poor's.
2. Lehman Brothers Government/Corporate Bond Index.

8 Allocation Funds Prospectus
<PAGE>

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

Asset Allocation Fund Institutional Class Calendar Year Returns (%)/1/

[GRAPH APPEARS HERE]

Best Qtr.: Q4 '98 - 16.09% Worst Qtr.: Q3 '98 - 5.55%

Average annual total return (0%)
for the period ended 12/31/99 1 Year 5 Years 10 Years

Institutional Class (Incept. 11/8/99)/1/ 9.49 19.33 14.29

S&P 500 Index/2/ 21.04 28.56 18.21

LB Gov't./Corp. Bond Index/3/ -2.15 7.61 7.65

1. Performance shown for periods prior to the inception of this Class
reflects the performance of the Class A shares adjusted to reflect this
Class's fees and expenses.
2. S&P 500 is a registered trademark of Standard & Poor's.
3. Lehman Brothers Government/Corporate Bond index.

Allocation Funds Prospectus 9

<PAGE>

Performance History
- ------------------------------------------------------------------------------

Growth Balanced Fund Institutional Class Calendar Year Returns (%)

[GRAPH APPEARS HERE]

Best Qtr.: Q4 '98 . 16.86% Worst Qtr.: Q3 '90 . -10.02%

Average annual total return (%)

for the period ended 12/31/99 1 Year 5 Years 10 Years

Institutional Class (Incept. 11/11/94)/1/ 12.38 18.54 13.50

S&P 500 Index/2/ 21.04 28.56 18.21

LB Gov't./Corp. Bond Index/3/ -2.15 7.61 7.65

1. Performance shown for periods prior to November 11, 1994 reflects the
performance of the predecessor collective investment fund, adjusted to
reflect the fees and expenses of the Institutional Class. The collective
investment fund was not a registered mutual fund and was not subject to
certain investment limitations and other restrictions which, if applicable,
may have adversely affected performance.
2. S&P 500 is a registered trademark of Standard & Poor's.
3. Lehman Brothers Government/Corporate Bond Index.

10 Allocation Funds Prospectus
<PAGE>

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

Moderate Balanced Fund Institutional Class Calendar Year Returns (%)

[GRAPH APPEARS HERE]

Best Qtr.: Q4 '98 . 10.19% Worst Qtr.: Q3 '90 . -5.70%

Average annual total return (%)

<TABLE>
<S> <C> <C> <C>
for the period ended 12/31/99 1 year 5 years 10 years

Institutional Class (Incept. 11/11/94)/1/ 8.03 13.78 10.78

S&P 500 Index/2/ 21.04 28.56 18.21

LB Gov't./Corp. Bond Index/3/ -2.15 7.61 7.65
</TABLE>

1. Performance shown for periods prior to November 11, 1994 reflects the
performance of the predecessor collective investment fund, adjusted to
reflect the fees and expenses of the Institutional Class. The
collective investment fund was not a registered mutual fund and was
not subject to certain investment limitations and other restrictions
which, if applicable, may have adversely affected performance.
2. S&P 500 is a registered trademark of Standard & Poor's.
3. Lehman Brothers Government/Corporate Bond Index.

Allocation Funds Prospectus 11
<PAGE>

Performance History
- --------------------------------------------------------------------------------

Strategic Income Fund Institutional Class Calendar Year Returns (%)

[GRAPH APPEARS HERE]

Best Qtr.: Q2 '97 . 6.21% Worst Qtr.: Q3 '90 . -3.01

Average annual total return (%)

<TABLE>
<S> <C> <C> <C>
for the period ended 12/31/99 1 year 5 years 10 years

Institutional Class (Incept.11/11/94)/1/ 4.44 10.57 8.90

S&P 500 Index/2/ 21.04 28.56 18.21

LB Gov't./Corp. Bond Index/3/ -2.15 7.61 7.65
</TABLE>

1. Performance shown for periods prior to November 11, 1994 reflects the
performance of the predecessor collective investment fund, adjusted to
reflect the fees and expenses of the Institutional Class. The
collective investment fund was not a registered mutual fund and was
not subject to certain investment limitations and other restrictions
which, if applicable, may have adversely affected performance.
2. S&P 500 is a registered trademark of Standard & Poor's.
3. Lehman Brothers Government/Corporate Bond Index.
<PAGE>

This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>

Allocation Funds
- --------------------------------------------------------------------------------

SHAREHOLDER FEES

<TABLE>
<CAPTION>
All Funds
- --------------------------------------------------------------------------------------------------------------------------
<S> <C>
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 asset value ("NAV")
at purchase or the NAV at redemption) None
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Aggressive Balanced- Asset Allocation
Equity Fund Fund
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Management Fees 0.86% 0.80%
Distribution (12b-1) Fees 0.00% 0.00%
Other Expenses/1/ 0.42% 0.40%
- --------------------------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.28% 1.20%
- -------------------------------------------------------------------------------------------------------------------------
Fee Waivers/2/ 0.28% 0.21%
- -------------------------------------------------------------------------------------------------------------------------
NET EXPENSES 1.00% 0.99%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
- -------------------------------------------------------------------------------------------------------------------------
Growth Balanced Moderate Balanced Strategic Income
Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees 1.10% 0.80% 0.78%
Distribution (12b-1) Fees 0.00% 0.00% 0.00%
Other Expenses/1/ 0.30% 0.26% 0.26%
- -------------------------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.40% 1.06% 1.04%
- -------------------------------------------------------------------------------------------------------------------------
Fee Waivers/2/ 0.47% 0.18% 0.24%
- -------------------------------------------------------------------------------------------------------------------------
NET EXPENSES 0.93% 0.88% 0.80%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ Other expenses are based on estimated amounts for the current fiscal year
and reflect the impact of fund mergers, if applicable, which occurred on
November 6, 1999.
/2/ Fee waivers are contractual and apply for one year from closing date of the
reorganization (two years for the Asset Allocation fund.) After this time,
the Advisor, with Board approval, may reduce or eliminate such waivers.

14 Allocation Funds Prospectus
<PAGE>

Summary of Expenses
- --------------------------------------------------------------------------------

EXAMPLE OF EXPENSES

This example is 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 that 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:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------
Aggressive Balanced- Asset Allocation
Equity Fund Fund
---------------------------------------------------------------------------
<S> <C> <C>
1 YEAR $ 102 $ 101
---------------------------------------------------------------------------
3 YEARS $ 378 $ 338
---------------------------------------------------------------------------
5 YEARS $ 675 $ 618
---------------------------------------------------------------------------
10 YEARS $1,521 $1,416
---------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------
Growth Balanced Moderate Balanced Strategic Income
Fund Fund Fund
---------------------------------------------------------------------------
<S> <C> <C> <C>
1 YEAR $ 95 $ 90 $ 82
---------------------------------------------------------------------------
3 YEARS $ 397 $ 319 $ 307
---------------------------------------------------------------------------
5 YEARS $ 721 $ 567 $ 551
---------------------------------------------------------------------------
10 YEARS $1,639 $1,278 $1,249
---------------------------------------------------------------------------
</TABLE>

Allocation Funds Prospectus 15
<PAGE>

Key Information
- --------------------------------------------------------------------------------

Core and Gateway Structure
Some of the Funds in this Prospectus are "Gateway" funds in a "core and
Gateway" structure. In this structure, a Gateway fund invests substantially
all of its assets in one or more core portfolios whose objectives and
investment strategies are consistent with a Fund's investment objective.
Gateway funds can enhance their investment opportunities and reduce their
expenses through sharing the costs and benefits of managing a large pool of
assets. Core portfolios do not offer shares to the public. Certain
administrative and other fees and expenses are charged to both the Gateway
fund and the core portfolio(s). The services provided and fees charged to a
Gateway fund are in addition to and not duplicative of the services
provided and fees charged to the core portfolio(s). References to the
activities of a Gateway fund are understood to refer to the investments of
the core portfolio(s) in which it invests.

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

. what the Fund is trying to achieve;

. how we intend to invest your money; and

. 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 are defined
in the Glossary.

16 Allocation Funds Prospectus
<PAGE>

This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>

Aggressive Balanced-Equity Fund
- --------------------------------------------------------------------------------

Investment Objective
The Aggressive Balanced-Equity Fund seeks to provide a combination of
current income and capital appreciation by diversified investments in
stocks and bonds.

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

Investment Strategies
The Fund is a Gateway fund that invests in fixed-income and equity core
portfolios in varying proportions, with an emphasis on equity portfolios to
achieve a more "aggressive" capital appreciation stance. The Fund is
designed for investors seeking long-term capital appreciation in the equity
securities market in a balanced fund. The Fund may be considered to be a
non-traditional balanced fund because it may at times invest less than 25%
of its assets in debt securities. The Fund currently invests in 13 core
portfolios.

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

Permitted Investments
The equity portion of the Fund's portfolio uses 5 different equity
investment styles. The blending of multiple equity investment styles is
intended to reduce the risk associated with the use of a single style,
which may move in and out of favor during the course of a market cycle. The
fixed-income portion of the Fund's portfolio uses 3 different fixed-income
investment styles. The blending of multiple fixed-income investment styles
is intended to reduce the price and return volatility of, and provide more
consistent returns within,the fixed-income portion of the Fund.

The percentage of the Fund's assets invested in different styles may
temporarily deviate from the Fund's current allocation due to changes in
market values. During such periods the Fund may not achieve its objective.
The investment advisor will effect transactions periodically to reestablish
the current allocation.

As market or other conditions change, the investment advisor may attempt to
enhance the returns of the Fund by changing the percentage of Fund assets
invested in fixed-income and equity securities. The Fund also may invest in
more or fewer Portfolios or invest directly in portfolio securities. Absent
unstable market conditions, the investment advisor does not anticipate
making a substantial number of percentage changes. When the investment
advisor believes that a change in the current allocation percentages is
desirable, it will sell and purchase securities to effect the change. When
the investment advisor believes that a change will be short-term
(generally, 3 years or less), it may effect the change by using futures
contracts.

18 Allocation Funds Prospectus
<PAGE>

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

Portfolio Allocation
As of September 30, 1999,the core portfolio allocations for the Fund were
as follows:

<TABLE>
<CAPTION>
Investment Style/Portfolios Allocation
<S> <C>
Diversified Equity Style 80%
Index Portfolio 20%
Equity Income Portfolio 20%
Large Company Style 20%
Large Company Growth Portfolio 16%
Disciplined Growth Portfolio 4%
Diversified Small Cap Style 8%
Small Cap Index Portfolio 2%
Small Company Growth Portfolio 2%
Small Company Value Portfolio 2%
Small Cap Value Portfolio 2%
International Style 12%
International Portfolio 8%
International Equity Portfolio 4%
Diversified Bond Style 20%
Managed Fixed-Income Portfolio 10.0%
Strategic Value Bond Portfolio 3.3%
Positive Return Bond Portfolio 6.7%

TOTAL FUND ASSETS 100%
</TABLE>

Allocation Funds Prospectus 19
<PAGE>

Aggressive Balanced-Equity Fund
- --------------------------------------------------------------------------------

Portfolio Management
Please see the "Description of Core Portfolios" section on page 50 for the
objective and principal strategies for each portfolio, and the "Portfolio
Managers" section on page 52 for the professional summaries for these
managers.

<TABLE>
<CAPTION>
Core Sub-Advisor Portfolio Manager(s)
<S> <C> <C>
Index WCM David D. Sylvester and
Laurie R. White
Equity Income WCM David L. Roberts, CFA and
Gary J. Dunn
Large Company Growth Peregrine John S. Dale, CFA and
Gary E. Nussbaum, CFA
Disciplined Growth Smith Stephen S. Smith, CFA
Small Cap Index WCM David D. Sylvester and
Laurie R. White
Small Company Growth Peregrine Robert B. Mersky, CFA and
Paul E. von Kuster, CFA
Small Company Value Peregrine Tasso H. Coin, Jr., CFA and
Douglas G. Pugh, CFA
Small Cap Value Smith Stephen S. Smith, CFA
International Schroder Michael Perelstein
International Equity WCM Katherine Schapiro, CFA and
Stacey Ho, CFA
Managed Fixed-Income Galliard Richard Merriam, CFA and
Ajay Mirza
Strategic Value Bond Galliard Richard Merriam, CFA,
John Huber and
David Yim
Positive Return Bond Peregrine William D. Giese, CFA and
Patricia Burns
</TABLE>

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

Important Risk Factors
Investments in the Fund will be subject both to the risks of debt
securities and the risks of equity securities discussed in the Common Risks
section.

You should consider the "Summary of Important Risks" section on page 6;the
"General Investment Risks" section beginning on page 36; and the specific
risks listed here. They are all important to your investment choice.

20 Allocation Funds Prospectus
<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING

INSTITUTIONAL CLASS SHARES--
COMMENCED ON DECEMBER 2, 1997
-----------------------------------------------
Sept. 30, May 31, May 31,
For the period ended: 1999/1/ 1999 1998
-----------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $ 12.93 $ 11.04 $ 10.00

Income from investment operations:
Net investment income (loss) 0.02 0.15 0.06
Net realized and unrealized gain (loss)
on investments (0.06) 1.83 0.99

Total from investment operations (0.04) 1.98 1.05

Less distributions:
Dividends from net investment income 0.00 (0.09) (0.01)
Distributions from net realized gain 0.00 0.00 0.00

Total from distributions 0.00 (0.09) (0.01)

Net asset value, end of period $ 12.89 $ 12.93 $ 11.04

Total return (not annualized)/5/ (0.31%) 17.98% 10.55%

Ratios/supplemental data:
Net assets, end of period (000s) $65,011 $31,975 $ 8,872

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.00%/2/ 1.00%/2/ 1.00%/2/
Ratio of net investment income (loss) to
average net assets 1.36%/2/ 1.34%/2/ 1.58%/2/

Portfolio turnover/3/ 12% 43% 36%

Ratio of expenses to average net assets prior to
waived fees and reimbursed expenses (annualized)/4/ 1.24%/2/ 1.36%/2/ 2.29%/2/

Ratio of net investment income (loss) to average
net assetsprior to waived fees and reimbursed
expenses (annualized) 1.12%/2/ 0.98%/2/ 0.29%/2/
------------------------------------------------
</TABLE>

/1/ The Fund changed its fiscal year-end from May 31 to September 30.
/2/ Includes expenses allocated from the Portfolio(s) in which the Fund invests.
/3/ Portfolio turnover rate is calculated by aggregating the results of
multiplying the Fund's investment percentage in the respective Portfolio by
the corresponding Portfolio's portfolio turnover rate.
/4/ During each period,various fees and expenses were waived and reimbursed.The
ratio of expenses to average net assets reflects the expense ratio in the
absence of any waivers and reimbursements.
/5/ Total return calculations do not include any sales charges,and would have
been lower had certain expenses not been waived or reimbursed during the
period shown.

Allocation Funds Prospectus 21
<PAGE>

Asset Allocation Fund
- -------------------------------------------------------------------------------

Investment Objective
The Asset Allocation Fund seeks long-term total return, consistent with
reasonable risk.

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

Investment Strategies

We allocate and reallocate assets among common stocks, U.S. Treasury Bonds
and money market instruments. This strategy is based on the premise that
asset classes are at times undervalued or overvalued in comparison to one
another and that investing in undervalued asset classes offers better long-
term, risk-adjusted returns.

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

Permitted Investments
The asset classes we invest in are:

. Bond Investments--We invest in U.S.Treasury Bonds to replicate the
Lehman Brothers 20+ Bond Index. Bonds in this Index have remaining
maturities of twenty years or more; and

. Money Market Investments--We invest this portion of the Fund in high-
quality money market instruments, including U.S. Government
obligations, obligations of foreign and domestic banks, short-term
corporate debt instruments and repurchase agreements.

In addition, under normal market conditions, we may invest:

. In interest rate and index swaps; and

. Up to 25% of total assets in foreign obligations qualifying as money
market investments.

We are not required to keep a minimum investment in any of the three asset
classes described above, nor are we prohibited from investing substantially
all of our assets in a single class. The allocation may shift at any time.
We may temporarily hold assets in cash or in money market instruments,
including U.S. Government obligations, repurchase agreements and other
short-term investments, to maintain liquidity or 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 total return. The Fund is a
diversified portfolio.

22 Allocation Funds Prospectus
<PAGE>

- -------------------------------------------------------------------------------
Important Risk Factors
Foreign obligations may entail additional risks, such as currency,
political, regulatory and diplomatic risks, which are described in more
detail in the General Investment Risks section below. The value of
investments in options on stock indexes and stock index futures is affected
by price movements for the stocks in a particular index, rather than price
movements for an individual security.

You should consider the "Summary of Important Risks" section on page 6; the
"General Investment Risks" section beginning on page 36; and the specific
risks listed here. They are all important to your investment choice.

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

Financial Highlights
The Institutional Class for the Funds in this Prospectus are a new class of
shares, so the financial highlight information is not available.

Allocation Funds Prospectus 23
<PAGE>

Growth Balanced Fund
- -------------------------------------------------------------------------------

Investment Objective
The Growth Balanced Fund seeks to provide a combination of current income
and capital appreciation by diversified investments in stocks and bonds.

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

Investment Strategies
The Fund is a Gateway fund that invests in fixed-income and equity core
portfolios in varying proportions, with an emphasis on equity portfolios.
The Fund is designed for investors seeking long-term capital appreciation
in the equity securities market in a balanced fund. The Fund currently
invests in 13 core portfolios
---------------------------------------------------------------------------

Permitted Investments
The Fund invests the equity portion of its portfolio in 5 different equity
investment core portfolios. The blending of multiple equity investment
styles is intended to reduce the risk associated with the use of a single
style, which may move in and out of favor during the course of a market
cycle. "Style" means either an approach to selecting investments, or a type
of investment that is selected for a Fund. The blending of multiple fixed-
income investment styles is intended to reduce the price and return
volatility of, and provide more consistent returns within,the fixed-income
portion of the Fund's investments. At least 25% of our total assets will be
invested in fixed-income securities.

The percentage of the Fund's assets invested in different core portfolios
may temporarily deviate from the Fund's current allocation due to changes
in market values. During such periods, the Fund may not achieve its
objective. The investment advisor will effect transactions periodically to
re-establish the current allocation.

As market or other conditions change, the investment advisor may attempt to
enhance the Fund's returns by changing the percentage of Fund assets
invested in fixed-income and equity securities. The Fund also may invest in
more or fewer Portfolios or invest directly in portfolio securities. Absent
unstable market conditions, the Advisor does not anticipate making a
substantial number of percentage changes. When the Advisor believes that a
change in the current allocation percentages is desirable, it will sell and
purchase securities to effect the change. When the Advisor believes that a
change will be short-term (generally, three years or less), it may effect
the change by using futures contracts.

24 Allocation Funds Prospectus
<PAGE>

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

Portfolio Allocation
As of September 30, 1999, the core portfolio allocations for the Fund were
as follows:

Investment Style/Portfolios Allocation

Diversified Equity Style 65%
Index Portfolio 16.3%
Equity Income Portfolio 16.3%
Large Company Style 16.3%
Large Company Growth Portfolio 13.0%
Disciplined Growth Portfolio 3.3%
Diversified Small Cap Style 6.5%
Small Cap Index Portfolio 1.625%
Small Company Growth Portfolio 1.625%
Small Company Value Portfolio 1.625%
Small Cap Value Portfolio 1.625%
International Style 9.8%
International Portfolio 7.35%
International Equity Portfolio 2.45%
Diversified Bond Style 35%
Managed Fixed-Income Portfolio 17.5%
Strategic Value Bond Portfolio 5.8%
Positive Return Bond Portfolio 11.7%

TOTAL FUND ASSETS 100%

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

Portfolio Management
Please see the "Description of Core Portfolios" section on page 50 for the
objective and principal strategy of each portfolio, and the "Portfolio
Managers" section on page 52 for the professional summaries for these
managers.

Core Portfolio Sub-Advisor Portfolio Manager(s)

Positive Return Bond Peregrine William D. Giese, CFA and
Patricia Burns
Strategic Value Bond Galliard Richard Merriam, CFA,
John Huber and David Yim
Managed Fixed-Income Galliard Richard Merriam, CFA and
Ajay Mirza
Index WCM David D. Sylvester and
Laurie R. White
Equity Income WCM David L. Roberts, CFA and
Gary J. Dunn, CFA
Large Company Growth Peregrine John S. Dale, CFA and
Gary E. Nussbaum, CFA
Disciplined Growth Smith Stephen S. Smith, CFA
Small Cap Index WCM David D. Sylvester and
Laurie R. White
Small Company Growth Peregrine Robert B. Mersky, CFA and
Paul E. von Kuster, CFA
Small Company Value Peregrine Tasso H. Coin, Jr., CFA and
Douglas G. Pugh, CFA
Small Cap Value Smith Stephen S. Smith, CFA
International Schroder Michael Perelstein
International Equity WCM Katherine Schapiro, CFA and

Allocation Funds Prpspectus 25
<PAGE>

Growth Balanced Fund
- -------------------------------------------------------------------------------

Important Risk Factors
Investments in the Fund will be subject both to the risks of fixed-income
securities and the risks of equity securities discussed in the Summary of
Important Risks on page 6.

You should consider the "Summary of Important Risks" section on page 6; the
"General Investment Risks" section beginning on page 36; and the specific
risks listed here. They are all important to your investment choice.

26 Allocation Funds Prospectus
<PAGE>

Financial Highlights
- -------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

FOR A SHARE OUTSTANDING

INSTITUTIONAL CLASS SHARES--
COMMENCED ON NOVEMBER 11, 1994

-----------------------------------------------------------------------------------
Sept. 30, May 31, May 31, May 31, May 31, Oct. 31,
For the period ended: 1999/1/ 1999 1998 1997 1996 1995
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 30.93 $ 28.06 $ 24.77 $ 22.83 $ 21.25 $ 17.95

Income from investment operations:
Net investment income (loss) 0.19 0.60 0.58 0.62 0.31 0.47
Net realized and unrealized gain (loss)
on investments (0.26) 3.88 4.52 2.86 1.95 2.83

Total from investment operations (0.07) 4.48 5.10 3.48 2.26 3.30

Less distributions:
Dividends from net investment income 0.00 (0.58) (0.60) (0.63) (0.51) 0.00
Distributions from net realized gain 0.00 (1.03) (1.21) (0.91) (0.17) 0.00

Total from distributions 0.00 (1.61) (1.81) (1.54) (0.68) 0.00

Net asset value, end of period $ 30.86 $ 30.93 $ 28.06 $ 24.77 $ 22.83 $ 21.25

Total return (not annualized)/4/ (0.23%) 16.38% 21.40% 15.81% 10.87% 18.38%

Ratios/supplemental data:
Net assets, end of period (000s) $905,789 $850,503 $665,758 $503,382 $484,641 $374,892

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.93%/2/ 0.93%/2/ 93%/2/ 0.94%/2/ 0.98%/2/ 0.99%/2/
Ratio of net investment income (loss) to
average net assets 2.05%/2/ 2.16%/2/ 2.38%/2/ 2.47%/2/ 2.66%/2/ 2.63%/2/

Portfolio turnover 11%/3/ 49%/3/ 46%/3/ 24%/3/ 39% 41%

Ratio of expenses to average net assets
prior to waived fees and reimbursed
expenses (annualized) 1.14%/2/ 1.13%/2/ 1.09%/2/ 1.16%/2/ 1.16%/2/ 1.23%/2/

Ratio of net investment income (loss) to
average net assets prior to waived fees
and reimbursed expenses (annualized) 1.84%/2/ 1.96%/2/ 2.22%/2/ 2.25%/2/ 2.48%/2/ 2.39%/2/
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Allocation Funds Prospectus 27
<PAGE>

Moderate Balanced Fund
- --------------------------------------------------------------------------------

Investment Objective
The Moderate Balanced Fund seeks to provide a combination of current income
and capital appreciation by diversifying investments in stocks, bonds and
other fixed-income securities.
---------------------------------------------------------------------------

Investment Strategies
The Fund is a Gateway fund designed for investors seeking roughly
equivalent exposure to fixed-income securities and equity securities. The
Fund's portfolio is evenly balanced between fixed-income and equity
securities and uses a "multi-style" approach designed to minimize the risk
of investing in a single investment style. "Style" means either an approach
to selecting investments, or a type of investment that is selected for a
Fund. The Fund currently invests in 14 core portfolios.
---------------------------------------------------------------------------

Permitted Investments
The equity portion of the Fund's portfolio uses 5 different equity
investment styles. The blending of multiple equity investment styles is
intended to reduce the risk associated with the use of a single style,
which may move in and out of favor during the course of a market cycle. The
fixed-income portion of each Balanced Fund's portfolio uses 4 different
fixed-income investment styles. The blending of multiple fixed-income
investment styles is intended to reduce the price and return volatility of,
and provide more consistent returns within, the fixed-income portion of the
Fund.

The percentage of the Fund's assets invested in different styles may
temporarily deviate from the Fund's current allocation due to changes in
market values. During such periods, the Fund may not achieve its objective.
The investment advisor will effect transactions periodically to reestablish
the current allocation. We invest at least 25% of our total assets in
fixed-income securities.

As market or other conditions change, the investment advisor may attempt to
enhance the returns of the Fund by changing the percentage of Fund assets
invested in fixed-income and equity securities. The Fund also may invest in
more or fewer Portfolios or invest directly in portfolio securities. Absent
unstable market conditions, the investment advisor does not anticipate
making a substantial number of percentage changes. When the investment
advisor believes that a change in the current allocation percentages is
desirable, it will sell and purchase securities to effect the change. When
the investment advisor believes that a change will be temporary
(generally, three years or less), it may effect the change by using futures
contracts.

28 Allocation Funds Prospectus
<PAGE>

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

Portfolio Allocation
As of September 30, 1999, the core portfolio allocations for the Fund were
as follows:

Investment Style/Portfolios Allocation

Diversified Bond Style 45%
Positive Return Bond Portfolio 15.0%
Strategic Value Bond Portfolio 7.5%
Managed Fixed-Income Portfolio 22.5%
Stable Income Portfolio 15%
Diversified Equity Style 40%
Index Portfolio 10%
Equity Income Portfolio 10%
Large Company Style 10%
Large Company Growth Portfolio 8%
Disciplined Growth Portfolio 2%
Diversified Small Cap Style 4%
Small Cap Index Portfolio 1%
Small Company Growth Portfolio 1%
Small Company Value Portfolio 1%
Small Cap Value Portfolio 1%
International Style 6%
International Portfolio 4.5%
International Equity Portfolio 1.5%
TOTAL FUND ASSETS 100%

Allocation Funds Prospectus 29

<PAGE>

Moderate Balanced Fund
- -------------------------------------------------------------------------------

Portfolio Management
Please see the "Description of Core Portfolios" section on page 50 for the
objective and principal strategies of these portfolios, and the "Portfolio
Managers" section on page 52 for the professional summaries for these
managers.

Core Sub-Advisor Portfolio Manager(s)

Positive Return Bond Peregrine William D.Giese, CFA and
Patricia Burns
Strategic Value Bond Galliard Richard Merriam, CFA,
John Huber and David Yim
Managed Fixed-Income Galliard Richard Merriam, CFA and
Ajay Mirza
Stable Income Galliard Karl P.Tourville and
John Huber
Index WCM David D.Sylvester and
Laurie R.White
Equity Income WCM David L.Roberts, CFA and
Gary J.Dunn, CFA
Large Company Growth Peregrine John S.Dale, CFA and
Gary E.Nussbaum, CFA
Disciplined Growth Smith Stephen S.Smith, CFA
Small Cap Index WCM David D.Sylvester and
Laurie R.White
Small Company Growth Peregrine Robert B.Mersky, CFA and
Paul E.von Kuster,CFA
Small Company Value Peregrine Tasso H.Coin,Jr., CFA and
Douglas G.Pugh, CFA
Small Cap Value Smith Stephen S.Smith, CFA
International Schroder Michael Perelstein
International Equity WCM Katherine Schapiro, CFA
and Stacey Ho, CFA

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

Important Risk Factors
Investments in the Fund will be subject both to the risks of debt
securities and the risks of equity securities discussed in the Common Risks
section.

You should consider the "Summary of Important Risks" section on page 6; the
"General Investment Risks" section beginning on page 36; and the specific
risks listed here. They are all important to your investment choice.

30 Allocation Funds Prospectus
<PAGE>

Financial Highlights
- -------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

FOR A SHARE OUTSTANDING

INSTITUTIONAL CLASS SHARES--
COMMENCED ON NOVEMBER 11, 1994
----------------------------------------------------------------------
Sept.30 May 31, May 31, May 31, May 31, Oct.31,
1999/1/ 1999 1998 1997 1996 1995
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
For the period ended:

Net asset value,beginning of period $ 24.14 $ 22.98 $ 21.59 $ 20.27 $ 19.84 $ 17.25

Income from investment operations:
Net investment income (loss) 0.26 0.75 0.80 0.77 0.46 0.65
Net realized and unrealized gain (loss)
on investments (0.22) 1.94 2.72 1.60 0.89 1.94

Total from investment operations 0.04 2.69 3.52 2.37 1.35 2.59

Less distributions:
Dividends from net investment income 0.00 (0.75) (0.86) (0.76) (0.66) 0.00
Distributions from net realized gain 0.00 (0.78) (1.27) (0.29) (0.26) 0.00

Total from distributions 0.00 (1.53) (2.13) (1.05) (0.92) 0.00

Net asset value,end of period $ 24.18 $ 24.14 $ 22.98 $ 21.59 $ 20.27 $ 19.84

Total return (not annualized)/4/ 0.17% 12.02% 17.04% 12.04% 7.03% 15.01%

Ratios/supplemental data:
Net assets,end of period (000s) $546,570 $527,693 $464,384 $418,680 $398,005 $373,998

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.88%/2/ 0.88%/2/ 0.88%/2/ 0.88%/2/ 0.90%/2/ 0.92%/2/
Ratio of net investment income (loss) to
average net assets 3.37%/2/ 3.26%/2/ 3.57%/2/ 3.70%/2/ 3.95%/2/ 3.76%/2/

Portfolio turnover 11%/3/ 53%/3/ 54%/3/ 45% 53% 62%

Ratio of expenses to average net assets
prior to waived fees and reimbursed
expenses (annualized) 1.09%/2/ 1.09%/2/ 1.05%/2/ 1.04%/2/ 1.04%/2/ 1.11%/2/

Ratio of net investment income (loss) to
average net assets prior to waived fees
and reimbursed expenses (annualized) 3.16%/2/ 3.05%/2/ 3.40%/2/ 3.54%/2/ 3.81%/2/ 3.57%/2/
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Allocation Funds Prospectus 31
<PAGE>

Strategic Income Fund
- --------------------------------------------------------------------------------

Investment Objective
The Fund's investment objective is to provide a combination of current
income and capital appreciation by diversifying investments in bonds, other
fixed-income investments, and stocks.
---------------------------------------------------------------------------

Investment Strategies
The Fund is a Gateway fund that is designed for investors seeking to invest
in fixed-income securities with limited exposure to equity securities. The
Fund currently invests in 14 core portfolios.

The Fund invests the fixed-income portion of its portfolio in: the same 3
Portfolios as the Diversified Bond Fund; in the Stable Income Portfolio;
and in the Money Market Portfolio. The blending of multiple fixed-income
investment styles is intended to reduce the price and return volatility of,
and provide more consistent returns within, the fixed-income portion of the
Fund's investments. The equity portion of the Fund's portfolio uses the 5
different equity investment styles of the Diversified Equity Fund. The
blending of multiple equity investment styles is intended to reduce the
risk associated with the use of a single style, which may move in and out
of favor during the course of a market cycle.
---------------------------------------------------------------------------

Permitted Investments
Under normal market conditions, we invest in:

. corporate bonds;

. a wide range of income producing securities;

. debt securities that are below investment grade including high risk
securities; and

. foreign issues.

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
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 current income and capital appreciation.

32 Allocation Funds Prospectus
<PAGE>

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

Portfolio Allocation
As of September 30, 1999, the core portfolio allocations for the Fund were
as follows:

Investment Style/Portfolios Allocation

Diversified Bond Style 55%
Positive Return Bond Portfolio 18.3%
Strategic Value Bond Portfolio 9.2%
Managed Fixed-Income Portfolio 27.5%
Stable Income Portfolio 25%
Diversified Equity Style 20%
Index Portfolio 5%
Equity Income Portfolio 5%
Large Company Style 5%
Large Company Growth Portfolio 4%
Disciplined Growth Portfolio 1%
Diversified Small Cap Style 2%
Small Cap Index Portfolio 0.5%
Small Company Growth Portfolio 0.5%
Small Company Value Portfolio 0.5%
Small Cap Value Portfolio 0.5%
International Style 3%
International Portfolio 2.25%
International Equity Portfolio 0.75%
TOTAL FUND ASSETS 100%

Allocation Funds Prospectus 33
<PAGE>

Strategic Income Fund
- -------------------------------------------------------------------------------

Portfolio Management
Please see the "Description of Core Portfolios" section on page 50 for the
objective and principal strategies for each Fund, and the "Portfolio
Managers" section on page 52 for the professional summaries for these
managers.

Core Portfolio Sub-Advisor Portfolio Manager(s)

Positive Return Bond Peregrine William D.Giese, CFA and
Patricia Burns
Strategic Value Bond Galliard Richard Merriam, CFA,
John Huber and David Yim
Managed Fixed-Income Galliard Richard Merriam, CFA and
Ajay Mirza
Stable Income Galliard Karl P.Tourville and
John Huber
Index WCM David D.Sylvester and
Laurie R.White
Equity Income WCM David L.Roberts, CFA and
Gary J.Dunn, CFA
Large Company Growth Peregrine John S.Dale, CFA and
Gary E.Nussbaum, CFA
Disciplined Growth Smith Stephen S.Smith, CFA
Small Cap Index WCM David D.Sylvester and
Laurie R.White
Small Company Growth Peregrine Robert B.Mersky, CFA and
Paul E.von Kuster, CFA
Small Company Value Peregrine Tasso H.Coin,Jr., CFA and
Douglas G.Pugh, CFA
Small Cap Value Smith Stephen S.Smith, CFA
International Schroder Michael Perelstein
International Equity WCM Katherine Schapiro, CFA and
Stacey Ho, CFA
---------------------------------------------------------------------------

Important Risk Factors
The percentage of the Fund's assets invested in different styles of
Portfolios may temporarily deviate from the Fund's current allocation due
to changes in market values. The Advisor will effect transactions
periodically to reestablish the current allocation.

You should consider the "Summary of Important Risks" section on page 6; the
"General Investment Risks" beginning on page 36; and the specific risks
listed here. They are all important to your investment choice.

34 Allocation Funds Prospectus
<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

FOR A SHARE OUTSTANDING
<TABLE>
<CAPTION>
INSTITUTIONAL CLASS SHARES --
COMMENCED ON NOVEMBER 11, 1994
------------------------------------------------------------------------------
Sept. 30, May 31, May 31, May 31, May 31, Oct. 31,
For the period ended: 1999 /1/ 1999 1997 1996 1995

------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 19.98 $ 19.56 $ 18.47 $ 18.12 $ 18.21 $ 16.19

Income from investment operations:
Net investment income (loss) 0.29 0.82 0.79 0.97 0.48 0.75
Net realized and unrealized gain (loss)
on investments (0.21) 0.81 1.75 0.71 0.42 1.27

Total from investment operations 0.08 1.63 2.54 1.68 0.90 2.02

Less distributions:
Dividends from net investment income 0.00 (0.84) (0.86) (0.95) (0.76) 0.00
Distributions from net realized gain 0.00 (0.37) (0.59) (0.38) (0.23) 0.00

Total from distributions 0.00 (1.21) (1.45) (1.33) (0.99) 0.00

Net asset value, end of period $ 20.06 $ 19.98 $ 19.56 $ 18.47 $ 18.12 $ 18.21

Total return (not annualized)/4/ 0.40% 8.45% 14.13% 9.58% 5.14% 12.48%

Ratios/supplemental data:
Net assets, end of period (000s) $267,158 $263,328 $235,254 $128,777 $146,950 $136,710

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.80%/2/ 0.80%/2/ 0.80%/2/ 0.81%/2/ 0.82%/2/ 0.82%/2/
Ratio of net investment income (loss) to
average net assets 4.32%/2/ 4.22%/2/ 4.47%/2/ 4.38%/2/ 4.65%/2/ 4.67%/2/

Portfolio turnover 11%/3/ 54%/3/ 58%/3/ 72% 56% 66%

Ratio of expenses to average net assets
prior to waived fees and reimbursed
expenses (annualized) 1.05%/2/ 1.04%/2/ 1.03%/2/ 0.98%/2/ 0.97%/2/ 1.03%/2/

Ratio of net investment income (loss) to
average net assets prior to waived fees
and reimbursed expenses (annualized) 4.07%/2/ 3.98%/2/ 4.24%/2/ 4.21%/2/ 4.50%/2/ 4.46%/2/
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Allocation Funds Prospectus 35
<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 6. Other
risks of mutual fund investing include the following:

. Unlike bank deposits, such as CDs or savings accounts, mutual funds are
not insured by the FDIC.

. We cannot guarantee that we will meet our investment objectives.

. 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.

. 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.

. Investing in any mutual fund, including those deemed conservative,
involves risk, including the possible loss of any money you invest.

. An investment in a single Fund, by itself, does not constitute a
complete investment plan.

. The Funds that invest in smaller companies, foreign companies (including
investments made through American Depositary Receipts ("ADRs") and
similar instruments), and in emerging markets are subject to additional
risks, including less liquidity and greater price volatility. A Fund's
investment in foreign and emerging markets may also be subject to
special risks associated with international trade, including
currency, political, regulatory and diplomatic risk.

. 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.

. The Funds may invest a portion of their assets in U.S. Government
obligations, such as securities issued or guaranteed by the Government
National Mortgage Association ("GNMAs"), the Federal National Mortgage
Association ("FNMAs") and the Federal Home Loan Mortgage Corporation
("FHLMCs"). Each are mortgage-backed securities representing partial
ownership of a pool of residential mortgage loans. A "pool"or group of
such mortgages is assembled and, after being approved by the issuing or
guaranteeing entity, is offered to investors through securities
dealers. Mortgage-backed securities are subject to prepayment and
extension risk, which can alter the maturity of the securities and also
reduce the rate of return on the portfolio. Collateralized mortgage
obligations ("CMOs") typically represent principal-only and interest-
only portions of such securities and are subject to increased interest-
rate and credit risk.

36 Allocation Funds Prospectus
<PAGE>

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

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

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 or liquidity of investments in either country.

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

Leverage Risk--The risk that a 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.

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.

Allocation Funds Prospectus 37
<PAGE>

General Investment Risks
- --------------------------------------------------------------------------------

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

Year 2000 Risk--The Funds' principal service providers have advised the
Funds that they have made the necessary changes to their computer systems
to avoid any systems failure based on an inability to distinguish the year
2000 from the year 1900. Year 2000 risks remain throughout the year, and
may also adversely affect the companies or entities in which the Funds
invest, especially foreign entities, which may be less technologically
prepared. The extent of such impact cannot be predicted.

38 Allocation Funds Prospectus
<PAGE>

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

Investment Practice/Risk
The following table lists some of the additional investment practices of the
Funds, 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 each 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 each Fund remains within the parameters of its
objective.

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

----------------------------------------------------------
AGGRESSIVE
BALANCED- ASSET GROWTH MODERATE STRATEGIC
EQUITY ALLOCATION BALANCED BALANCED INCOME

INVESTMENT PRACTICE RISK

<S> <C> <C> <C> <C> <C> <C>
Borrowing Policies
The ability to borrow from banks Leverage Risk . . . . .
for temporary purposes to meet
shareholder redemptions.

Emerging Markets
Securities of companies located or Information, Political,
operating in countries considered Regulatory, Diplomatic, . . . .
developing or to have "emerging" stock Liquidity and Currency
markets. Generally, these securities Risk
have the same type of risks as foreign
securities, but to a higher degree.

Floating and Variable Rate Debt
Instruments with interest rates that are Interest Rate and . . . . .
adjusted either on a schedule or Credit Risk
when an index or benchmark changes.

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

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

High Yield Securities
Debt securities of lower quality that Interest Rate and . . . .
produce generally higher rates of return. Credit Risk
These securities, also known as "junk bonds,"
tend to be more sensitive to economic
conditions and during sustained periods of
rising interest rates, may experience
interest and/or principal defaults.

Illiquid Securities
A security that cannot be readily sold, or Liquidity Risk . . . . .
cannot be readily sold without negatively
affecting its fair price. Limited to
15% of total assets.
-----------------------------------------------------------
</TABLE>

Allocation Funds Prospectus 39
<PAGE>

General Investment Risks
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

---------------------------------------------------
AGGRESSIVE
BALANCED ASSET GROWTH MODERATE STRATEGIC
EQUITY ALLOCATION BALANCED- BALANCED INCOME
INVESTMENT PRACTICE RISK
<S> <C> <C> <C> <C> <C> <C>
Loan Participations
Debt obligations that represent a portion of a larger Credit Risk .
loan made by a bank. Generally sold without
guarantee or recourse, some participations
sell at a discount because of the borrower's credit
problems.

Loans of Portfolio Securities
The practice of loaning securities to brokers, Credit, Counter-Party . . . . .
dealers and financial institutions to increase and Leverage Risk
return on those securities. Loans may be made up to
Investment Company Act of 1940 limits
(currently one-third of total assets including
the value of collateral received).

Mortgage- and Asset-Backed Securities
Securities consisting of undivided fractional Interest Rate, Credit,
interests in pools of consumer loans, such as Prepayment and . . . . .
mortgage loans, car loans, credit card debt or Experience Risk
receivables held in trust.

Options
The right or obligation to receive or deliver Credit, Information
a security or cash payment depending on the and Liquidity Risk
security's price or the performance of an index
or benchmark. Types of options used may 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
The temporary investment in shares of another Market Risk
mutual fund. A pro rata portion of the other . . . . .
fund's expenses, in addition to the expenses
paid by the Funds, will be borne by Fund
shareholders.

Privately Issued Securities
Securities that are not publicly traded but which Liquidity Risk . . . . .
may or may not be resold in accordance with
Rule 144A of the Securities Act of 1933.

Repurchase Agreements
A transaction in which the seller of a security Credit and
agrees to buy back a security at an agreed Counter-Party Risk . . . . .
upon time and price, usually with interest.

Stripped Obligations
Securities that give ownership to either future Interest Rate Risk
payments of interest or a future payment of
principal, but not both. These securities tend . .
to have greater interest rate sensitivity than
conventional debt.
----------------------------------------------------
</TABLE>

40 Allocation Funds Prospectus
<PAGE>

Organization and Management of the Funds
- --------------------------------------------------------------------------------

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

About Wells Fargo Funds Trust
Each Fund is one of over 60 Funds of Wells Fargo Funds Trust (the "Trust"), an
open-end management investment company. The Trust was organized on March 10,
1999, as a Delaware business trust. The Board of Trustees of the Trust
supervises each 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. Each of the Funds described in this Prospectus
has succeeded to the assets and operations of one or more corresponding Funds of
Stagecoach or Norwest Advantage Funds. The performance and financial statement
history of each Fund's designated predecessor Fund has been assumed by the Wells
Fargo Funds Trust Fund. The succession transactions were approved by the
shareholders of the Stagecoach and Norwest Advantage Funds. The Table on page 49
identifies the Stagecoach or Norwest Advantage Fund predecessors to the Funds.

<TABLE>
<CAPTION>
BOARD OF TRUSTEES
Supervises the Funds' activities
- -------------------------------------------------------------------------------------------------------------------------
INVESTMENT ADVISOR CUSTODIAN
<S> <C>
Wells Fargo Bank, N.A. Norwest Bank Minnesota, N.A.
525 Market St., San Francisco,CA 6th & Marquette, Minneapolis, MN

Manages the Funds' investment activities (Aggressive Balanced-Equity, Growth Balanced,
Moderate Balanced and Strategic Income Funds)

Barclays Global Investors, N.A.
45 Fremont St., San Francisco, CA

(Asset Allocation Fund)
Provides safekeeping for the Funds' assets
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT SUB-ADVISOR(S)
Varies by Fund
See Individual Fund Description for Fund descriptions
- -------------------------------------------------------------------------------------------------------------------------
SHAREHOLDER
TRANSFER SERVICING
DISTRIBUTOR ADMINISTRATOR AGENT AGENTS
<S> <C> <C> <C>
Stephens Inc. Wells Fargo Bank, N.A. Boston Financial Data Various Agents
111 Center St. 525 Market St. Services, Inc.
Little Rock, AR San Francisco, CA Two Heritage Dr.
Quincy, MA

Markets the Funds Manages the Maintains records Provide
and distributes Funds' business of shares and services to
Fund shares activities supervises the payment customers
of dividends
- -------------------------------------------------------------------------------------------------------------------------
FINANCIAL SERVICES FIRMS AND SELLING AGENTS
Advise current and prospective shareholders on their Fund investments
- -------------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS
</TABLE>
Allocation Funds Prospectus 41
<PAGE>

Organization and Management of the Funds
- --------------------------------------------------------------------------------

In the following sections, the percentages shown are the percentages of the
average daily net assets of each Fund class 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 Aggressive Balanced-Equity, Growth
Balanced, Moderate Balanced and Strategic Income Funds. Wells Fargo Bank,
founded in 1852, is the oldest bank in the western United States and is one
of the largest banks in the United States. Wells Fargo Bank is a wholly
owned subsidiary of Wells Fargo & Company, a national bank holding company.
As of September 30, 1999, Wells Fargo Bank and its affiliates managed over
$129 billion in assets. For providing investment advisory services to the
Asset Allocation Fund, Wells Fargo is entitled to receive a fee of 0.80% of
the Fund's average annual net assets.

The Aggressive Balanced-Equity, Growth Balanced, Moderate Balanced and
Strategic Income Funds are Gateway funds that invest in various core
portfolios. Wells Fargo Bank is entitled to receive an investment advisory
fee of 0.25% of each Fund's average annual net assets for providing
advisory services to each Fund including each Fund's investments in the
various core portfolios. Wells Fargo Bank also acts as the Advisor to, and
is entitled to receive a fee from, the core portfolio. The total amount of
investment advisory fees paid to Wells Fargo Bank as a result of a Fund's
investments varies depending on the Fund's allocation of assets among the
various core portfolios.

Dormant Investment Advisory Arrangements
Under the existing investment advisory contract for the Funds, Wells Fargo
Bank has been retained as an investment advisor for Gateway fund assets
redeemed from a core portfolio and invested directly in a portfolio of
securities. Wells Fargo Bank does not receive any compensation under this
arrangement as long as a Gateway fund invests substantially all of its
assets in one or more core portfolios. If a Gateway fund redeems assets
from a core portfolio and invests them directly, Wells Fargo Bank receives
an investment advisory fee from the Gateway fund for the management of
those assets.

The Sub-Advisors

Barclays Global Fund Advisors ("BGFA"), a wholly owned subsidiary of
Barclays Global Investors ("BGI") and an indirect subsidiary of Barclays
Bank PLC, is the sub-advisor for the Asset Allocation Fund. BGFA was
created from the reorganization of Wells Fargo Nikko Investment Advisors, a
former affiliate of Wells Fargo Bank, and is one of the largest providers
of index portfolio management services. As of November 30, 1999, BGI
managed or provided investment advice for assets aggregating in excess of
$738 billion.

Wells Capital Management Incorporated ("WCM"), Galliard Capital Management,
Inc. ("Galliard"), Peregrine Capital Management, Inc. ("Peregrine"), wholly
owned subsidiaries of Norwest Bank Minnesota, N.A., Smith Asset Management
Group, LP ("Smith Group") and Schroder Investment Management North America,
Inc. ("Schroder") are each sub-advisors to certain core portfolios in which
the Aggressive Growth-Balanced, Growth Balanced, Moderate Balanced and
Strategic Income Funds invest.

WCM is a wholly owned investment advisor subsidiary of Wells Fargo Bank,
N.A. WCM provides advisory services for registered mutual funds, company
retirement plans, foundations, endowments, trust companies, and high net
worth individuals. As of December 31, 1999, WCM provided advisory services
for over $71 billion in assets.

Peregrine, which is located at LaSalle Plaza, 800 LaSalle Avenue, Suite
1850, Minneapolis, Minnesota 55402, is an investment advisor subsidiary of
Norwest Bank Minnesota, N.A. Peregrine provides investment advisory
services to corporate and public pension plans, profit sharing plans,
savings investment plans and 401(k) plans. As of December 31, 1999,
Peregrine managed approximately $8.1 billion in assets.

42 Allocation Funds Prospectus
<PAGE>

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

Galliard, which is located at LaSalle Plaza, 800 LaSalle Avenue, Suite
2060, Minneapolis, Minnesota 55479, is an investment advisor subsidiary of
Norwest Bank Minnesota, N.A. Galliard provides investment advisory services
to bank and thrift institutions, pension and profit sharing plans, trusts
and charitable organizations and corporate and other business entities. As
of December 31, 1999, Galliard managed approximately $6.1 billion in
assets.

Smith Group, whose principal business address is 300 Crescent Court, Suite
750, Dallas, Texas 75201 is a registered investment advisor. Smith Group
provides investment management services to company retirement plans,
foundations, endowments, trust companies, and high net worth individuals
using a disciplined equity style. As of December 31, 1999, the Smith Group
managed over $1 billion in assets.

Schroder is the sub-advisor for the International Core Portfolio.
Schroder,whose principal business address is 787 7/th/ Avenue, New York, NY
10019, is a registered investment adviser. Schroder provides investment
management services to company retirement plans, foundations, endowments,
trust companies and high net worth individuals. As of September 30, 1999,
Schroder managed $36.1 billion in assets.

The Administrator
Wells Fargo Bank provides the Funds with administration services, including
general supervision of each Fund's operation, coordination of the other
services provided to each 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 each Fund's business, and compensates the
Trust's Trustees. For providing administration services Wells Fargo Bank is
entitled to receive a fee of 0.15% of each Fund's average annual net
assets.

Allocation Funds Prospectus 43
<PAGE>

Your Account
- --------------------------------------------------------------------------------

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

. We determine the NAV of each Funds' shares 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 that class. Each Fund's assets are generally
valued at current market prices. We may use fair value pricing methods
to determine the NAV of funds that invest directly or indirectly in
international securities when we believe that closing market prices do
not accurately reflect security values. Such fair value pricing may
result in NAVs that are higher or lower than NAVs based on closing
market prices. See the Statement of Additional Information for further
disclosure.

. We process requests to buy or sell shares of the Funds 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 their 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 are processed the next business day.

. The Funds are 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.

Typically, Institutional Class shares are bought and held on your behalf by
the Institution through which you are investing. Check with your customer
account representative or your Customer Account Agreement for the rules
governing your investment.

Minimum Investments
Institutions are required to make a minimum initial investment of
$2,000,000 per Fund. There are no minimum subsequent investment
requirements so long as your Institution maintains account balances at or
above the minimum initial investment amount. Minimum initial investment
requirements may be waived for certain Institutions.

44 Allocation Funds Prospectus
<PAGE>

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 Funds should contact an account
representative at their Institution and should understand the following:

. Share purchases are made through a Customer Account at an Institution in
accordance with the terms of the Customer Account involved;

. Institutions are usually the holders of record of Institutional shares
held through Customer Accounts and maintain records reflecting their
customers'beneficial ownership of the shares;

. Institutions are responsible for transmitting their customers' purchase
and redemption orders to the Funds and for delivering required payment
on a timely basis;

. The exercise of voting rights and the delivery of shareholder
communications from the Funds is governed by the terms of the Customer
Account involved; and

. Institutions may charge their customers account fees and may receive
fees from us with respect to investments their customers have made with
the Funds.

Allocation Funds Prospectus 45
<PAGE>

Your Account 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
. We process requests we receive from an Institution in proper form before
the close of the NYSE, usually 1:00 p.m. (Pacific time)/3:00 p.m.
(Central time), at the NAV determined on the same business day. Requests
we receive after this time are processed on the next business day.

. Redemption proceeds are usually wired to the redeeming Institution the
following business day.

. If you 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 through ACH 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.

. 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 a ninety-day period. If a request for a
redemption is over these limits it may be to the detriment of existing
shareholders.Therefore, we may pay the redemption in part or in whole in
securities of equal value.

46 Allocation Funds Prospectus
<PAGE>

Exchanges
- --------------------------------------------------------------------------------

Exchanges between Wells Fargo Funds are two transactions: a sale of shares
of one Fund and the purchase 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:

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

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

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

Contact your account representative for further details.

Allocation Funds Prospectus 47
<PAGE>

Other Information
- --------------------------------------------------------------------------------

Dividend and Capital Gain Distributions
The Aggressive Balanced-Equity, Growth Balanced, Moderate Balanced and
Strategic Income Funds declare and pay any dividends at least annually and
make capital gains distributions annually. The Asset Allocation Fund pays
dividends, if any, periodically and makes any capital gain distributions at
least annually. Contact your Institution for distribution options.

We will pass on to you substantially all of a Fund's net investment income
and capital gains. Distributions of a Fund's net investment income, net
short-term capital gain and income from certain other sources will be
taxable to you as ordinary income. Distributions of a Fund's net long-term
capital gain will be taxable to you as net capital gain. Corporate
shareholders may be able to deduct a portion of distributions when
determining their taxable income.

Distributions from a Fund normally will be taxable to you when paid,
whether you take the distribution in cash or automatically reinvest them in
additional Fund shares. However, distributions declared in October,
November and December of one year and distributed in January of the
following year will be taxable as if they were paid on December 31 of the
first year. At the end of each year, you will be notified as to the federal
income tax status of your distributions for the year.

If you buy shares of a Fund shortly before it makes a distribution, your
distribution from the Fund will, in effect, be a taxable return of part of
your investment. Similarly, if you buy shares of a Fund that holds
appreciated securities in its portfolio, you will receive a taxable return
of part of your investment if and when the Fund sells the appreciated
securities and realizes the gain. Some of the Funds have built up, or have
the potential to build up, high levels of unrealized appreciation.

Your redemptions (including redemptions in-kind) and exchanges of Fund
shares will ordinarily result in a taxable capital gain or loss, depending
on the amount you receive for your shares (or are deemed to receive in the
case of exchanges) and the amount you paid (or are deemed to have paid) for
them.

Foreign shareholders may be subject to different tax treatment, including
withholding taxes. In certain circumstances, U.S. residents may also be
subject to backup withholding at a 31% rate on distributions from and
redemption proceeds paid by a Fund.

48 Allocation Funds Prospectus
<PAGE>

Table of Predecessors
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Wells Fargo Funds Trust Predecessor Fund

Aggressive Balanced-Equity Fund Norwest Advantage Aggressive Balanced-Equity Fund

Asset Allocation Fund Stagecoach Asset Allocation Fund

Growth Balanced Fund Norwest Advantage Growth Balanced Fund

Moderate Balanced Fund Norwest Advantage Moderate Balanced Fund

Strategic Income Fund Norwest Advantage Strategic Income Fund
</TABLE>

Allocation Funds Prospectus 49
<PAGE>

Description of Core Portfolios
- --------------------------------------------------------------------------------

Disciplined Growth Portfolio The Portfolio seeks capital appreciation by investing in common stocks of larger
companies.

Equity Income Portfolio The Portfolio seeks to provide long-term capital appreciation consistent with
above-average dividend income.

Index Portfolio The Portfolio seeks to replicate the return of the S&P 500 Index with minimum
tracking error and to minimize transaction costs.

International Portfolio The Portfolio seeks to provide long-term capital appreciation by investing directly or
indirectly in high-quality companies based outside the United States.

International Equity The Portfolio seeks total return,with an emphasis on capital appreciation, over the
Portfolio long-term by investing in equity securities of companies located or operating in
developed non-U.S. countries and in emerging markets of the world

Large Company Growth The Portfolio seeks to provide long-term capital appreciation by investing primarily in
Portfolio large, high-quality domestic companies that the advisor believes have superior growth
potential.

Managed Fixed-Income The Portfolio seeks consistent fixed-income returns by investing primarily in investment
Portfolio grade intermediate-term securities.

Positive Return Bond Portfolio The Portfolio seeks positive total return each calendar year regardless of general bond
market performance by investing in a portfolio of high quality U.S. Government
securities and corporate fixed-income securities.

Small Cap Index Portfolio The Portfolio seeks to replicate the total return of the S&P Small Cap 600 Index with
minimum tracking error and to minimize transaction costs.

Small Cap Value Portfolio The Portfolio seeks capital appreciation by investing in common stocks of smaller
companies.

Small Company Growth The Portfolio seeks to provide long-term capital appreciation by investing in smaller
Portfolio domestic companies.

Small Company Value Portfolio The Portfolio seeks to provide long-term capital appreciation by investing primarily in
common stocks of smaller companies whose market capitalization is less than the largest
stock in the Russell 2000 Index, which, as of December 1999 was $13 billion, but is
expected to change frequently.

Strategic Value Bond Portfolio The Portfolio seeks total return by investing primarily in income-producing securities.

</TABLE>

50 Allocation Funds Prospectus
<PAGE>

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

PRINCIPAL STRATEGY

The Portfolio seeks higher long-term returns by investing primarily in the
common stocks of companies that, in the view of the advisor, possess above-
average potential for growth. The Portfolio invests in companies with
average market capitalizations greater than $5 billion.

The Portfolio invests primarily in the common stock of large, high-quality
domestic companies that have above-average return potential based on
current market valuations.

Under normal circumstances, the Portfolio holds stocks representing 100% of
the capitalization-weighted market values of the S&P 500 Index.

In general, the Portfolio will invest only in securities of companies and
governments in countries that the advisor, in its judgment, considers both
politically and economically stable. The Portfolio may invest more than 25%
of its total assets in investments in a particular country, region, or type
of investment. The Portfolio also invests in securities of emerging market
countries.

The advisor expects that securities held in the Portfolio will be traded on
a stock exchange or other market in the country in which the issuer is
based, but they also may be traded in other countries, including the U.S.
They apply a fundamentals-driven, value-oriented analysis to identify
companies with above-average potential for long-term growth and total
return capabilities.

The advisor considers large companies to be those whose market
capitalization is greater than the median of the Russell 1000 Index, which
was $4.0 billion as of December 1999, but is expected to change
frequently.

The Portfolio invests in a diversified portfolio of fixed- and variable-
rate U.S. dollar-denominated, fixed-income securities of a broad spectrum
of U.S. and foreign issuers including U.S.Government securitiesand the debt
securities of financial institutions,corporations and others.

The Portfolio's assets are divided into two components, "short" bonds with
maturities (or average life) of two years or less, and "long" bonds with
maturities of 25 years or more.

Under normal circumstances, the Portfolio will hold stocks representing
100% of the capitalization-weighted market value of the S&P 600 Small Cap
Index.

The Portfolio will normally invest substantially all of its assets in
securities of companies with market capitalizations that reflect the market
capitalization of companies included in the Russell 2000 Index, which, as
of December 1999, ranged from $10 million to $13 billion, but is expected
to change frequently.

The Portfolio invests primarily in the common stock of small domestic
companies that are either growing rapidly or completing a period of
significant change. Small companies are those companies whose market
capitalization is less than the largest stock in the Russell 2000 Index,
which, as of December 1999, was $13 billion, but is expected to change
frequently.

The Portfolio invests in a broad range of debt securities in order to
create a strategically diversified portfolio of fixed-income investments.
These investments include corporate bonds, mortgage- and other asset-backed
securities, U.S. Government securities, preferred stock, convertible bonds,
and foreign bonds.

Allocation Funds Prospectus 51
<PAGE>

Portfolio Managers
- --------------------------------------------------------------------------------

Patricia Burns
Aggressive Balanced-Equity Fund and its predecessor since 1998
Growth Balanced Fund and its predecessor since 1998
Moderate Balanced Fund and its predecessor since 1998
Strategic Income Fund and its predecessor since 1998
Ms. Burns joined Peregrine over ten years ago and is a Senior Vice
President and Portfolio Manager for taxable fixed-income portfolios. She
has been associated with Norwest Bank and its affiliates since 1983.
Ms. Burns has a BA in Child Psychology/Sociology and a MBA from the
University of Minnesota.

Tasso H. Coin, Jr. CFA
Aggressive Balanced-Equity Fund and its predecessor since 1997
Growth Balanced Fund and its predecessor since 1995
Moderate Balanced Fund and its predecessor since 1995
Strategic Income Fund and its predecessor since 1995
Mr. Coin joined Peregrine in 1995 as a Senior Vice President. His
responsibilities include overseeing the Small Company Value Portfolio.
Prior to 1995, Mr. Coin was a research officer at Lord Asset Management.
Mr. Coin received his BBA in Economics from Loyola University of Chicago.

John S. Dale, CFA
Aggressive Balanced-Equity Fund and its predecessor since 1997
Growth Balanced Fund and its predecessor since 1989
Moderate Balanced Fund and its predecessor since 1989
Strategic Income Fund and its predecessor since 1989
Mr. Dale joined Peregrine in 1988 as a Senior Vice President and has
managed large company growth portfolios since 1983, currently totaling
assets in excess of $3 billion. Prior to joining Peregrine, Mr. Dale has
been associated with Norwest Bank and its affiliates since 1968. Mr. Dale
received his BA in Marketing from the University of Minnesota.

Gary J. Dunn, CFA
Aggressive Balanced-Equity Fund and its predecessor since 1997
Growth Balanced Fund and its predecessor since 1989
Moderate Balanced Fund and its predecessor since 1989
Strategic Income Fund and its predecessor since 1989
Mr. Dunn joined WCM in 1998 as Principal for its Equity Income Team. WCM
and NIM combined investment advisory services under the WCM name in 1999.
Mr. Dunn formerly was the Director of Institutional Investments of NIM. He
has been associated with Norwest or its affiliates as a Financial Analyst
and Portfolio Manager since 1979. Mr. Dunn received a BA in Economics from
Carroll College.

William D. Giese, CFA
Aggressive Balanced-Equity Fund and its predecessor since 1997
Growth Balanced Fund and its predecessor since 1994
Moderate Balanced Fund and its predecessor since 1994
Strategic Income Fund and its predecessor since 1994
Mr. Giese joined Peregrine more than 10 years ago as a Senior Vice
President and Portfolio Manager. His responsibilities include overseeing
the Positive Return Bond Portfolio. Mr. Giese has more than 20 years of
experience in fixed-income securities management. Mr. Giese received his BS
in Civil Engineering from the Illinois Institute of Technology and a MBA
from the University of Michigan.

Stacey Ho, CFA
Aggressive Balanced-Equity Fund and its predecessor since 1999
Growth Balanced Fund and its predecessor since 1999
Moderate Balanced Fund and its predecessor since 1999
Strategic Income Fund and its predecessor since 1999
Ms. Ho joined WCM in 1997 as an International Equity Portfolio Manager. She
manages international equity funds and portfolios for the Firm's
institutional clients. In 1995 and 1996 she

52 Allocation Funds Prospectus
<PAGE>

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

was an International Equity Portfolio Manager at Clemente Capital
Management, and from 1990 to 1995 she managed Japanese and U.S. equity
portfolios for Edison International. Ms. Ho has over 10 years of
international equity investment management experience. Ms. Ho received a BS
in Civil Engineering from San Diego State University, a MS in Environmental
Engineering from Stanford University and a MBA from the University of
California at Los Angeles.

John Huber
Aggressive Balanced-Equity Fund and its predecessor since 1998
Growth Balanced Fund and its predecessor since 1998
Moderate Balanced Fund and its predecessor since 1998
Strategic Income Fund and its predecessor since 1998
Mr. Huber joined Galliard at the firm's inception in 1995 as a Portfolio
Manager. Currently, Mr. Huber is highly involved with portfolio management,
strategy, issue selection and trading. Mr. Huber oversees the Strategic
Value Bond Portfolio and specializes in corporate and asset/mortgage-backed
securities. Prior to joining Galliard, Mr. Huber was an Assistant Portfolio
Manager with NIM. In addition, he previously served as a Senior Analyst in
Norwest's Capital Market Credit Group. Mr. Huber received a BA in
Communications from the University of Iowa and a MBA from the University of
Minnesota.

Richard Merriam, CFA
Aggressive Balanced-Equity Fund and its predecessor since 1997
Growth Balanced Fund and its predecessor since 1997
Moderate Balanced Fund and its predecessor since 1997
Strategic Income Fund and its predecessor since 1997
Mr. Merriam joined Galliard at the firm's inception in 1995. Currently,
Mr. Merriam is a Managing Partner at Galliard. He is responsible for
investment process and strategy. Mr. Merriam oversees the Strategic Value
Bond Portfolio and Managed Fixed-Income Portfolios. Prior to joining
Galliard, Mr. Merriam was Chief Investment Officer for Insight
Management. Mr. Merriam received a BA in Economics and English from the
University of Michigan and a MBA from the University of Minnesota.

Robert B. Mersky, CFA
Aggressive Balanced-Equity Fund and its predecessor since 1997
Growth Balanced Fund and its predecessor since 1989
Moderate Balanced Fund and its predecessor since 1989
Strategic Income Fund and its predecessor since 1989
Mr. Mersky is founder, President and a Portfolio Manager at Peregrine. In
1984, Mr. Mersky and five other Senior Portfolio Managers founded
Peregrine. Mr. Mersky is responsible for Peregrine's Small Cap Equity style
and oversees the Small Company Growth Portfolio. Mr. Mersky has actively
managed small cap stocks since 1973. Prior to joining Peregrine, Mr. Mersky
has been associated with Norwest Bank since 1968; and his responsibilities
included Senior Research Analyst, Portfolio Manager, Director of Research
and Chief Investment Officer. Mr. Mersky received his BS in Accounting from
the University of Minnesota.

Ajay Mirza
Aggressive Balanced-Equity Fund and its predecessor since 1998
Growth Balanced Fund and its predecessor since 1998
Moderate Balanced Fund and its predecessor since 1998
Strategic Income Fund and its predecessor since 1998
Mr. Mirza joined Galliard at the firm's inception in 1995 as a Portfolio
Manager and Mortgage Specialist. Prior to joining Peregrine, Mr. Mirza was
a research analyst at Insight Investment Management and at Lehman
Brothers. Mr. Mirza holds a BE in Instrumentation from the Birla Institute
of Technology (India), a MA in Economics from Tulane University, and a MBA
from the University of Minnesota.

Allocation Funds Prospectus 53
<PAGE>

Portfolio Managers
- --------------------------------------------------------------------------------

Gary E. Nussbaum, CFA
Aggressive Balanced-Equity Fund and its predecessor since 1997
Growth Balanced Fund and its predecessor since 1990
Moderate Balanced Fund and its predecessor since 1990
Strategic Income Fund and its predecessor since 1990
Mr. Nussbaum joined Peregrine in 1990 as a Vice President and Portfolio
Manager where he has managed large company growth portfolios, currently
totaling assets in excess of $3 billion. Mr. Nussbaum received a BBA in
Finance and a MBA from the University of Wisconsin.

Michael Perelstein
Aggressive Balanced-Equity Fund and its predecessor since 1997
Growth Balanced Fund and its predecessor since 1997
Moderate Balanced Fund and its predecessor since 1997
Strategic Income Fund and its predecessor since 1997
Mr. Perelstein joined Schroder in 1997 as a Senior Vice President. Mr.
Perelstein currently manages international portfolios and has more than 22
years of investment experience that includes more than 15 years
specializing in overseas investing. Mr. Perelstein, along with the Schroder
EAFE (Europe, Asia, Far East) Team, manages more than $7 billion in
assets. Prior to 1997, Mr. Perelstein was a Director and a Managing
Director at MacKay-Shields. Mr. Perelstein has a BA in Economics from
Brandies University and a MBA from the University of Chicago.

Douglas G. Pugh, CFA
Aggressive Balanced-Equity Fund and its predecessor since 1997
Growth Balanced Fund and its predecessor since 1997
Moderate Balanced Fund and its predecessor since 1997
Strategic Income Fund and its predecessor since 1997
Mr. Pugh joined Peregrine in 1997 as a Senior Vice President. Mr. Pugh
currently co-manages the Small Company Value Portfolio. Prior to 1997,
Mr. Pugh was a Senior Equity Analyst and Portfolio Manager for Advantus
Capital Management, an investment advisor firm. Mr. Pugh has a BS in
Finance and Business Administration from Drake University and a MBA from
the University of Minnesota.

David L. Roberts, CFA
Aggressive Balanced-Equity Fund and its predecessor since 1997
Growth Balanced Fund and its predecessor since 1989
Moderate Balanced Fund and its predecessor since 1989
Strategic Income Fund and its predecessor since 1989
Mr. Roberts joined WCM in 1998 as the Equity Income Managing Director and
simultaneously held this position at NIM until WCM and NIM combined
investment advisory services under the WCM name in 1999. Mr. Roberts joined
Norwest Corporation in 1972 as a Securities Analyst. He became Assistant
Vice President Portfolio Manager in 1980 and was promoted to Vice President
in 1982. He holds a BA in Mathematics from Carroll College.

Katherine Schapiro, CFA
Aggressive Balanced-Equity Fund and its predecessor since 1999
Growth Balanced Fund and its predecessor since 1999
Moderate Balanced Fund and its predecessor since 1999
Strategic Income Fund and its predecessor since 1999
Ms. Schapiro joined WCM in 1997 as International Equity Managing
Director. She manages international equity funds and portfolios for the
Firm's institutional clients. She joined WCM in 1997 from Wells Fargo Bank
where she was a Portfolio Manager from 1992 to 1997. Ms. Schapiro's 18
years of investment experience includes investment management from 1988 to
1992 at Newport Pacific Management, an international investment advisory
firm. Ms. Schapiro received her BA in Spanish Literature from Stanford
University. She was the past President of the Security Analysts of San
Francisco.

54 Allocation Funds Prospectus
<PAGE>

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

Stephen S. Smith, CFA
Aggressive Balanced-Equity Fund and its predecessor since 1997
Growth Balanced Fund and its predecessor since 1997
Moderate Balanced Fund and its predecessor since 1997
Strategic Income Fund and its predecessor since 1997
Mr. Smith is Principal and Chief Executive Officer of the Smith Asset
Management Group, L.P. Mr. Smith manages the Disciplined Growth Portfolio
and Small Cap Value Portfolio. Prior to 1995, Mr. Smith previously served
as Senior Portfolio Manager with NationsBank. Mr. Smith has a BS in
Industrial Engineering and a MBA from the University of Alabama.

David D. Sylvester
Aggressive Balanced-Equity Fund and its predecessor since 1997
Growth Balanced Fund and its predecessor since 1996
Moderate Balanced Fund and its predecessor since 1996
Strategic Income Fund and its predecessor since 1996
Mr. Sylvester has been with Wells Fargo & Company and its predecessors in
an investment management capacity for over 20 years. Mr. Sylvester joined
WCM in 1998 as the firm's Executive Vice President for Liquidity
Investments. He simultaneously held the position of Managing Director for
Reserve Asset Management at NIM (since 1997) until WCM and NIM combined
investment advisory services under the WCM name in 1999. Mr. Sylvester has
nearly 25 years of investment experience. He specializes in portfoli o and
securities analysis, fixed-income trading and the ability to add stability
and safety through maximizing fund diversification. He also manages
structured and derivative securities, and institutional and personal trust
assets. Mr. Sylvester attended the University of Detroit-Mercy.

Paul E. von Kuster, CFA
Aggressive Balanced-Equity Fund and its predecessor since 1997
Growth Balanced Fund and its predecessor since 1989
Moderate Balanced Fund and its predecessor since 1989
Strategic Income Fund and its predecessor since 1989
Mr. von Kuster joined Peregrine in 1984 as a Senior Vice President and
Portfolio Manager. He currently co-manages the Small Company Growth
Portfolio. Mr. von Kuster has a BA in Philosophy from Princeton University.

Laurie R. White
Aggressive Balanced-Equity Fund and its predecessor since 1998
Growth Balanced Fund and its predecessor since 1996
Moderate Balanced Fund and its predecessor since 1996
Strategic Income Fund and its predecessor since 1996
Ms. White joined WCM in 1998 as a Principal for the Liquidity Investments
Team and simultaneously was a Director for Reserve Asset Management at
NIM (since 1997) until WCM and NIM combined investment advisory services
under the WCM name in 1999. Ms. White specializes in managing short-term
securities, along with structured and derivative securities, and
institutional and personal trust assets. Ms. White received a BA in
Political Science from Carleton College and a MBA from the University of
Minnesota.

David Yim
Aggressive Balanced-Equity Fund and its predecessor since 1998
Growth Balanced Fund and its predecessor since 1998
Moderate Balanced Fund and its predecessor since 1998
Strategic Income Fund and its predecessor since 1998
Mr. Yim joined Galliard in 1995 as a Portfolio Manager/Research
Analyst. Mr. Yim co-manages the Strategic Value Bond Portfolio and is Head
of Credit Research. Prior to 1995, Mr. Yim served as a Research Analyst
with American Express Financial Advisors. Mr. Yim has a BA in International
Relations from Middlebury College and a MBA from the University of
Minnesota.

Allocation Funds Prospectus 55
<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.

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.

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.

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."

Collateralized Mortgage Obligations ("CMOs")
Securities collateralized by portfolios of mortgage
pass-through securities. CMOs are structured into
multiple classes, and are paid according to class
maturity, shortest maturities paid first.

Current Income
Earnings in the form of dividends or interest as
opposed to capital growth. See also "total return."

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 Funds'
total assets.

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.

56 Allocation Funds Prospectus
<PAGE>

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

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"and are issued by the Federal
National Mortgage Association.

Gateway Fund
A Fund that invests its assets in one or more core portfolios, instead of
directly in securities, to achieve its investment objective.

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

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

Institution
Banks, pension funds, insurance companies, trusts or other similar
entities. Institutions usually aggregate transactions with the Funds on
behalf of groups of investors.

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

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.

Quantitatively Measured Risk
Risk that gauges both the frequency and degree to which an asset class will
perform below the long-term expected average.

Allocation Funds Prospectus 57
<PAGE>

Glossary
- --------------------------------------------------------------------------------

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.

S&P, S&P 500 Index
Standard and Poor's, a nationally recognized ratings organization. S&P also
publishes various indexes or lists of companies representative of sectors
of the U.S. economy.

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

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.

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 .

58 Allocation Funds Prospectus
<PAGE>

[INTENTIONALLY LEFT BLANK]
<PAGE>

YOU MAY WISH TO REVIEW THE FOLLOWING DOCUMENTS:

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

THESE DOCUMENTS ARE AVAILABLE FREE OF CHARGE:

Call: 1-800-222-8222, option 4;

WRITE TO:
Wells Fargo Funds
PO Box 8266
Boston, MA 02266-8266; or

Visit the SEC's website 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:
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

-----------------------------------------------------
NOT FDIC INSURED - NO BANK GUARANTEE - MAY LOSE VALUE
-----------------------------------------------------

<PAGE>

WELLS FARGO STOCK FUNDS

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.

PROSPECTUS

Diversified Equity Fund

Diversified Small Cap Fund

Equity Income Fund

Equity Index Fund

Equity Value Fund

Growth Fund

Growth Equity Fund

International Fund

International Equity Fund

Large Company Growth Fund

Small Cap Growth Fund

Small Cap Opportunities Fund

Class A, Class B, Class C

February 1
2000

<PAGE>

(2)
<PAGE>

<TABLE>
<CAPTION>
Table of Contents Stock Funds
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Overview Objectives and Principal Strategies 4
This section contains important Summary of Important Risks 6
summary information about the Performance History 10
Funds. Summary of Expenses 22
Key Information 26

- -----------------------------------------------------------------------------------------------------
The Funds Diversified Equity Fund 28
This section contains important Diversified Small Cap Fund 32
information about the individual Equity Income Fund 36
Funds. Equity Index Fund 40
Equity Value Fund 44
Growth Fund 48
Growth Equity Fund 52
International Fund 56
International Equity Fund 60
Large Company Growth Fund 64
Small Cap Growth Fund 66
Small Cap Opportunities Fund 70
General Investment Risks 74
Organization and Management of the Funds 79

- -----------------------------------------------------------------------------------------------------
Your Investment A Choice of Share Classes 82
Turn to this section for Reduced Sales Charges 85
information on how to open an Exchanges 88
account and how to buy, sell and Your Account 89
exchange Fund shares. How to Buy Shares 90
How to Sell Shares 93

- -----------------------------------------------------------------------------------------------------
Reference Additional Services and Other Information 95
Look here for additional Table of Predecessors 97
information and term Description of Core Portfolios 98
definitions. Portfolio Managers 100
Glossary 104
</TABLE>

<PAGE>

Stock Funds Overview
- -------------------------------------------------------------------------------
See the individual Fund descriptions in this Prospectus for further details.

<TABLE>
<CAPTION>
FUND OBJECTIVE
<S> <C>

Diversified Equity Fund Seeks long-term capital appreciation with moderate annual return
volatility.

Diversified Small Seeks long-term capital appreciation with moderate annual return
Cap Fund volatility.

Equity Income Fund Seeks long-term capital appreciation and above-average dividend
income.

Equity Index Fund Seeks to approximate the total rate of return of substantially all common
stock comprising the S&P 500 Index.

Equity Value Fund Seeks long-term capital appreciation.

Growth Fund Seeks long-term capital appreciation.

Growth Equity Fund Seeks long-term capital appreciation with moderate annual return
volatility.

International Fund Seeks long-term capital appreciation.

International Equity Fund Seeks total return, with an emphasis on capital appreciation over the
long-term.

Large Company Seeks long-term capital appreciation.
Growth Fund

Small Cap Growth Fund Seeks long-term capital appreciation.

Small Cap Opportunities Seeks long-term capital appreciation.
Fund
</TABLE>

4 Stock Funds Prospectus
<PAGE>

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

PRINCIPAL STRATEGY

The Fund is a Gateway fund that invests in five different equity investment
styles--an index style, an equity income style, a large company style, a
diversified small cap style and an international style to minimize the
volatility and risk of investing in a single equity investment style. The
Fund currently invests in 10 core portfolios.

The Fund is a Gateway fund that invests in several different small
capitalization equity styles in order to reduce the risk of price and
return volatility associated with reliance on a single style. The Fund
currently invests in 4 core portfolios.

The Fund is a Gateway fund that invests in the common stocks of large,
high-quality domestic companies with above-average return potential and
above-average dividend income. We consider "large" companies to be those
whose market capitalization is greater than the median of the Russell 1000
Index, which is considered a mid- to large-capitalization index.

The Fund invests in common stocks to replicate the S&P 500 Index. We invest
in each company comprising the S&P 500 Index in proportion to its weighting
in the S&P 500 Index. Regardless of market conditions, the Fund attempts to
achieve a 95% correlation between the performance of the S&P 500 Index and
the Fund's investment results.

We invest in equity securities that we believe are undervalued in relation
to the overall stock markets.

We invest in common stocks and other equity securities of domestic and
foreign companies whose market capitalization falls within the range of the
Russell 1000 Index, which is considered a mid- to large-capitalization
index. We buy stocks of companies that have a strong earnings growth trend
and above-average prospects for future growth, or that we believe are
undervalued.

The Fund is a Gateway fund that invests in three different equity
investment styles--a large company growth style, a diversified small cap
style, and an international style to minimize the volatility and risk of
investing in a single equity investment style. The Fund currently invests
in 7 core portfolios.

The Fund is a Gateway fund that invests in an international equity
investment style. The Fund invests in common stock of high-quality
companies based outside of the United States.

We invest in equity securities of companies based in developed non-U.S.
countries and in emerging markets of the world. We expect that the
securities held by the Fund will be traded on a stock exchange or other
market in the country in which the issuer is based, but they also may be
traded in other countries, including the U.S. We apply a fundamentals-
driven, value-oriented analysis to identify companies with above-average
potential for long-term growth and total return capabilities.

The Fund is a Gateway fund that invests in the common stock of large, high-
quality domestic companies that have superior growth potential. We consider
"large" companies to be those whose market capitalization is greater than
the median of the Russell 1000 Index, which is considered a mid- to large-
capitalization index.

We invest in common stocks issued by companies whose market capitalization
falls within the range of the Russell 2000 Index, which is considered a
small capitalization index. We invest in the common stocks of domestic and
foreign issuers we believe have above-average prospects for capital growth,
or that may be involved in new or innovative products, services and
processes.

The Fund invests in equity securities of U.S. companies that, at the time
of purchase, have market capitalizations of $1.5 billion or less. We buy
stocks of companies we believe can generate above-average earnings growth
and sell at favorable prices in relation to book values and earnings.

Stock Funds Prospectus 5
<PAGE>

Summary of Important Risks
- --------------------------------------------------------------------------------

. the individual Fund Descriptions later in this Prospectus;
. under the "General Investment Risks" section beginning on page 74; and
. in the Funds' 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 FUNDS

Equity Securities
The Funds invest 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 a Fund's portfolio. Certain types of stock and certain
individual stocks selected for a Fund's portfolio may underperform or decline
in value more than the overall market. As of the date of this Prospectus, the
equity markets, as measured by the S&P 500 Index and other commonly used
indexes, are trading at or close to record levels. There can be no guarantee
that these levels will continue. The Funds that invest in smaller companies,
in foreign companies (including investments made through American Depositary
Receipts and similar instruments), and in emerging markets are subject to
additional risks, including less liquidity and greater price volatility. A
Fund's investment in foreign companies and emerging markets are also subject
to special risks associated with international investing, including currency,
political, regulatory, information and diplomatic risks.

6 Stock Funds Prospectus
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------

FUND SPECIFIC RISKS
<S> <C>
Stocks selected for their high dividend income
may be more sensitive to interest rate changes
that other stocks. Dividend-producing large
company stocks have experienced unprecedented
appreciation in recent years. There is no
guarantee such performance levels will
continue. Fund assets that track the
Diversified Equity Fund performance of an index do so whether the
index rises or falls. During periods when an
index loses value, Fund assets invested
pursuant to this strategy will also lose value.
Stocks of smaller and medium-sized companies
purchased for the Fund may be more volatile and
less liquid than larger company stocks. Foreign
company stocks involve special risk, including
generally higher commission rates, political,
social and monetary or diplomatic developments
that could affect U.S. investments in foreign
countries.

Stocks of smaller companies purchased for this
Fund may be more volatile and less liquid than
Diversified Small Cap Fund larger company stocks. Some of these companies
have no or relatively short operating
histories, or are newly public companies. They
may have aggressive capital structures,
including high debt levels, or are involved in
rapidly growing or changing industries and/or
new technologies.

Stocks selected for their high dividend income
may be more sensitive to interest rate changes
Equity Income Fund than other stocks. The Fund is primarily
subject to the equity securities risks
described in the Common Risks section above.

We attempt to match as closely as possible the
Equity Index Fund performance of the S&P 500 Index. Therefore,
during periods when the S&P 500 Index is losing
value, your investment will also lose value.

There is no guarantee that securities selected
Equity Value Fund as "undervalued" will perform as expected.
Stocks of smaller, medium-sized and foreign
companies purchased using the value strategy
may be more volatile and less liquid than other
comparable securities.

We select growth stocks based on prospects for
Growth Fund future earnings, which may not grow as
expected. In addition, at times, the overall
market or the market for value stocks may
outperform growth stocks.

Dividend-producing large company stocks have
experienced unprecedented appreciation in
recent years. There is no guarantee such
Growth Equity Fund performance levels will continue. Stocks of
smaller and medium-sized companies purchased
for the Fund may be more volatile and less
liquid than larger company stocks. Foreign
company stocks involve special risks, including
generally higher commission rates, political,
social and monetary or diplomatic developments
that could affect U.S. investments in foreign
countries.
</TABLE>

Stock Funds Prospectus 7
<PAGE>

<TABLE>
<CAPTION>
Summary of Important Risks
- -------------------------------------------------------------------------------

FUND SPECIFIC RISKS
<S> <C>
Foreign company stocks involve special risks,
including generally higher commission rates,
political, social and monetary or diplomatic
developments that could affect U.S. investments
in foreign countries. Emerging market countries
may experience increased political instability,
and are often dependent on international trade,
International Fund and making them more vulnerable to events in other
International Equity Fund countries. They may have less developed
financial systems and 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, which
may make them more difficult to sell,
particularly during a market downturn.
Additionally, dispositions of foreign
securities and dividends and interest payable
on those securities may be subject to foreign
taxes.

The Fund is primarily subject to the equity
market risks described in the Common Risks
section above. Dividend-producing large company
Large Company stocks have experienced unprecedented
Growth Fund appreciation in recent years. There is no
guarantee such performance levels will
continue. We select growth stocks based on
prospects for future earnings, which may not
grow as expected. In addition, at times, the
overall market or the market for value stocks
may outperform growth stocks.

This Fund may invest in companies that pay low
or no dividends, have smaller market
capitalizations, have less market liquidity,
have no or relatively short operating
histories, or are newly public companies. Some
of these companies have aggressive capital
structures, including high debt levels, or are
Small Cap Growth Fund involved in rapidly growing or changing
industries and/or new technologies. Because the
Fund may invest in such aggressive securities,
share prices may rise and fall more than the
share prices of other funds. In addition, our
active trading investment strategy may result
in a higher-than-average portfolio turnover
ratio, increased trading expenses, and higher
short-term capital gains. We select stocks for
this Fund based in part on their prospects for
future earnings, which may not grow as
expected. In addition, at times, the overall
market or the market for value stocks may
outperform growth stocks.

Stocks of smaller companies purchased for this
Fund may be more volatile and less liquid than
Small Cap Opportunities larger company stocks. Some of these companies
Fund have no or relatively short operating
histories, or are newly public companies. They
may have aggressive capital structures,
including high debt levels, or are involved in
rapidly growing or changing industries and/or
new technologies.
</TABLE>

8 Stock Funds Prospectus
<PAGE>

This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>

Performance History
- --------------------------------------------------------------------------------

The information on the following pages shows you how each Fund has
performed and illustrates the variability of a Fund's returns over time.
Each Fund's average annual returns from inception, and for one-, five- and
ten-year periods (as applicable) are compared to the performance of an
appropriate broad-based index.

Please remember that past performance is no guarantee of future results.

Diversified Equity Fund Class A Calendar Year Returns (%)*

[GRAPH APPEARS HERE]

'90 '91 '92 '93 '94 '95 '96 '97 '98 '99

-1.38 37.58 4.74 12.14 0.83 30.94 20.47 25.68 22.35 20.44

Best Qtr.: Q4 `98 . 19.88% Worst Qtr.: Q3 `90 . -15.86%

* Returns do not reflect sales charges. If they did, returns would be
lower.

Average annual total return (%)/1/

for the period ended 12/31/99 1 year 5 years 10 years

Class A (Incept. 5/2/96)/2/ 13.52 22.46 16.03

Class B (Incept. 5/6/96)/2/ 14.54 22.81 15.86

Class C (Incept. 10/1/98)/2/ 18.55 23.06 15.89

S&P 500 Index/3/ 21.04 28.56 18.21

1. Returns reflect applicable sales charges.
2. Performance shown for periods prior to inception reflects performance of
the Institutional Class shares adjusted to reflect the fees and expenses
of this Class. For periods prior to November 11, 1994, performance shown
reflects the performance of the predecessor collective investment fund,
adjusted to reflect the fees and expenses of this Class. The collective
investment fund was not a registered mutual fund and was not subject to
certain investment limitations and other restrictions which, if
applicable, may have adversely affected performance.
3. S&P 500 is a registered trademark of Standard and Poor's.

10 Stock Funds Prospectus

<PAGE>

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

Diversified Small Cap Fund Class A Calendar Year Returns (%)*

[GRAPH APPEARS HERE]

1998 -8.55
1999 9.61

Best Qtr.: Q2 `99 . 16.45% Worst Qtr.: Q3 `98 . -23.73%

* Returns do not reflect sales charges. If they did, returns would be
lower.

Average annual total return (%)/1/
Since
for the period ended 12/31/99 1 year Inception/3/
Class A (Incept. 10/6/98)/2/ 3.31 -2.81
Class B (Incept. 10/1/98)/2/ 3.87 -2.53
Russell 2000 Index 21.26 8.70

Stock Funds Prospectus 11
<PAGE>

Performance History
- --------------------------------------------------------------------------------

Equity Income Fund Class A Calendar Year Returns (%)*

[GRAPH APPEARS HERE]

`90 `91 `92 `93 `94 `95 `96 `97 `98 `99
1.30 28.76 5.51 7.63 4.64 38.43 20.25 28.07 17.82 8.27

Best Qtr.: Q4 `98 . 15.68% Worst Qtr.: Q3 `90 . -10.74%

* Returns do not reflect sales charges. If they did, returns would be
lower.

Average annual total return(%)/1/
for the period ended 12/31/99 1 year 5 years 10 years
Class A (Incept. 5/2/96)/2/ 2.04 20.71 14.79
Class B (Incept. 5/2/96)/2/ 2.45 21.06 14.61
Class C (Incept. 10/1/98)/2/ 6.42 21.21 14.60
S&P 500 Index/3/ 21.04 28.56 18.21

1. Returns reflect applicable sales charges.
2. Performance shown for periods prior to inception reflects performance
of the Institutional Class shares adjusted to reflect the fees and
expenses of this Class. For periods prior to November 11, 1994,
performance shown reflects the performance of the predecessor
collective investment fund, adjusted to reflect the fees and expenses
of this Class. The collective investment fund was not a registered
mutual fund and was not subject to certain investment limitations and
other restrictions which, if applicable, may have adversely affected
performance.
3. S&P 500 is a registered trademark of Standard and Poor's.

12 Stock Funds Prospectus
<PAGE>

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

Equity Index Fund Class A Calendar Year Returns (%)*

[GRAPH APPEARS HERE]

1990 -3.95
1991 28.73
1992 6.59
1993 8.91
1994 0.42
1995 35.99
1996 21.66
1997 31.89
1998 27.67
1999 20.12

Best Qtr.: Q4 `98 . 21.00% Worst Qtr.: Q3 `90 . -13.80%

* Returns do not reflect sales charges. If they did, returns would be
lower.

Average annual total return (%)/1/
for the period ended 12/31/99 1 year 5 years 10 years
Class A (Incept. 1/25/84) 13.21 25.82 16.35
Class B (Incept. 2/17/98)/2/ 14.20 26.31 16.31
S&P 500 Index/3/ 21.04 28.56 18.21

Stock Funds Prospectus 13
<PAGE>

Performance History
- --------------------------------------------------------------------------------
Equity Value Fund Class A Calendar Year Returns (%)*

[GRAPH APPEARS HERE]

1991 20.79
1992 10.54
1993 25.82
1994 -1.71
1995 24.20
1996 26.46
1997 27.32
1998 6.68
1999 -2.17

Best Qtr.: Q2 `97 . 15.19% Worst Qtr.: Q3 `90 . -15.20%

* Returns do not reflect sales charges. If they did, returns would be
lower.

Average annual total return (%)/1/
Since
for the period ended 12/31/99 1 year 5 years Inception/2/
Class A (Incept. 7/2/90) -7.82 14.46 12.33
Class B (Incept. 6/6/96)/2/ -6.92 14.91 12.31
Class C (Incept. 4/1/98)/2/ -3.56 15.14 12.31
S&P 500 Index/3/ 21.04 28.56 18.87

14 Stock Funds Prospectus
<PAGE>

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

Growth Fund Class A Calendar Year Returns (%)*

[GRAPH APPEARS HERE]

1991 24.78
1992 13.44
1993 8.44
1994 -0.29
1995 28.90
1996 21.72
1997 19.05
1998 29.16
1999 21.09

Best Qtr.: Q2 `97 . 13.78% Worst Qtr.: Q3 `98 . -10.70%

* Returns do not reflect sales charges. If they did, returns would be
lower.

Average annual total return (%)/1/
Since
for the period ended 12/31/99 1 year 5 years Inception/2/
Class A (Incept. 8/2/90) 14.12 22.47 16.87
Class B (Incept. 1/1/95)/2/ 15.27 22.97 16.87
S&P 500 Index/3/ 21.04 28.56 19.09

Stock Funds Prospectus 15
<PAGE>

Performance History
- --------------------------------------------------------------------

Growth Equity Fund Class A Calendar Year Returns (%)*

[GRAPH APPEARS HERE]

1990 -1.36
1991 46.72
1992 5.06
1993 19.75
1994 -1.38
1995 24.87
1996 18.78
1997 20.09
1998 16.50
1999 25.66

Best Qtr.: Q1 `91 . 20.28% Worst Qtr.: Q3 `90 . -20.14%

* Returns do not reflect sales charges. If they did, returns would be
lower.

Average annual total return (%)/1/

for the period ended 12/31/99 1 year 5 years 10 years
Class A (Incept. 5/2/96)/2/ 18.43 19.70 16.00
Class B (Incept. 5/2/96)/2/ 19.72 20.04 15.83
Class C (Incept. 10/1/98)/2/ 23.70 20.41 15.92
S&P 500 Index/3/ 21.04 28.56 18.21

1. Returns reflect applicable sales charges.
2. Performance shown for periods prior to inception reflects performance of
the Institutional Class shares adjusted to reflect the fees and expenses
of this Class. For periods prior to November 11, 1994, performance shown
reflects the performance of the predecessor collective investment
fund, adjusted to reflect the fees and expenses of this Class. The
collective investment fund was not a registered mutual fund and was not
subject to certain investment limitations and other restrictions
which, if applicable, may have adversely affected performance.
3. S&P 500 is a registered trademark of Standard and Poor's.

16 Stock Funds Prospectus
<PAGE>

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

International Fund Class A Calendar Year Returns (%)*

[GRAPH APPEARS HERE]

1990 -11.27
1991 4.72
1992 -4.05
1993 45.24
1994 0.74
1995 11.67
1996 9.69
1997 3.06
1998 12.61
1999 29.80

Best Qtr.: Q4 `99 . 21.49% Worst Qtr.: Q3 `90 . -19.67%

* Returns do not reflect sales charges. If they did, returns would be
lower.

Average annual total return (%)/1/

for the period ended 12/31/99 1 year 5 years 10 years
Class A (Incept.4/12/95)/2/ 22.34 11.71 8.63
Class B (Incept.5/12/95)/2/ 23.89 11.95 8.37
MSCI/EAFE Index/3/ 26.96 12.83 7.01

1. Returns reflect applicable sales charges.
2. Performance shown for periods prior to inception reflects performance of
the Institutional Class shares adjusted to reflect the fees and expenses
of this Class. For periods prior to November 11, 1994, performance shown
reflects the performance of the predecessor collective investment
fund, adjusted to reflect the fees and expenses of this Class. The
collective investment fund was not a registered mutual fund and was not
subject to certain investment limitations and other restrictions
which, if applicable, may have adversely affected performance.
3. Morgan Stanley Capital International/Europe, Asia, Far East and India
Index.

Stock Funds Prospectus 17
<PAGE>

Performance History
- --------------------------------------------------------------------------------

International Equity Fund Class A Calendar Year Returns (%)*

[GRAPH APPEARS HERE]

1998 16.03
1999 51.16

Best Qtr.: Q4 `99 . 33.55% Worst Qtr.: Q3 `98 . -17.89%

* Returns do not reflect sales charges. If they did, returns would be
lower.

Average annual total return (%)/1/
Since
for the period ended 12/31/99 1 year Inception/2/
Class A (Incept.9/24/97) 42.53 22.98
Class B (Incept.9/24/97) 45.17 24.41
Class C (Incept.4/1/98)/2/ 49.17 25.41
MSCI/EAFE Index/3/ 26.96 16.60

18 Stock Funds Prospectus
<PAGE>

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

Large Company Growth Fund Class A Calendar Year Returns (%)*

[GRAPH APPEARS HERE]

1990 3.43
1991 67.03
1992 1.85
1993 -0.36
1994 -1.07
1995 29.24
1996 25.11
1997 33.35
1998 47.97
1999 32.96

Best Qtr.: Q4 `98 . 31.61% Worst Qtr.: Q3 `90 . -17.49%

* Returns do not reflect sales charges. If they did, returns would be
lower.

Average annual total return (%)/1/
for the period ended 12/31/99 1 year 5 years 10 years
Class A (Incept. 10/6/98)/2/ 25.31 31.94 21.37
Class B (Incept. 10/1/98)/2/ 27.22 32.47 21.22
Class C (Incept. 11/8/99)/2/ 31.24 32.60 21.22
S&P 500 Index/3/ 21.04 28.56 18.21

1. Returns reflect applicable sales charges.
2. Performance shown for periods prior to inception reflects performance of
the Institutional Class shares adjusted to reflect the fees and expenses
of this Class. For periods prior to November 11, 1994, performance shown
reflects the performance of the predecessor collective investment
fund, adjusted to reflect the fees and expenses of this Class. The
collective investment fund was not a registered mutual fund and was not
subject to certain investment limitations and other restrictions
which, if applicable, may have adversely affected performance.
3. S&P 500 is a registered trademark of Standard and Poor's.

Stock Funds Prospectus 19
<PAGE>

Performance History
- --------------------------------------------------------------------------------

Small Cap Growth Fund Class A Calendar Year Returns (%)*

[GRAPH APPEARS HERE]

Best Qtr.: Q4 `99 . 63.42% Worst Qtr.: Q3 `98 . -10.70%

* Returns do not reflect sales charges. If they did, returns would be
lower.

Average annual total return (%)/1/
Since
for the period ended 12/31/99 1 year 5 years Inception/3/
Class A (Incept. 9/16/96) 106.08 34.51 34.63
Class B (Incept. 9/16/96) 112.29 35.12 35.26
Class C (Incept. 12/15/97)/2/ 116.23 35.22 35.30
Russell 2000 Index 21.26 16.69 15.77

1. Returns reflect applicable sales charges.
2. Performance shown for periods prior to the inception of this Class
reflects the performance of the Class A shares adjusted to reflect this
Class's fees and expenses.
3. Performance shown for periods prior to September 16, 1996 reflects
performance of the shares of the Small Capitalization Growth Fund for
BRP Employment Retirement Plans (an unregistered bank collective
investment fund), a predecessor portfolio with the same investment
objective and policies as the Stagecoach Small Cap Fund, which incepted
on November 1, 1994.

20 Stock Funds Prospectus
<PAGE>

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

Small Cap Opportunities Fund Class A Calendar Year Returns (%)*

[GRAPH APPEARS HERE]

Best Qtr.: Q2 `97 . 18.72% Worst Qtr.: Q3 `98 . -23.23%

* Returns do not reflect sales charges. If they did, returns would be
lower.

Average annual total return (%)/1/
Since
for the period ended 12/31/99 1 year 5 years Inception/3/
Class A (Incept. 10/9/96)/2/ 7.28 17.76 16.40
Class B (Incept. 11/8/96)/2/ 7.90 18.07 16.60
Russell 2000 Index 26.96 16.69 14.14

1. Returns reflect applicable sales charges.
2. Performance shown for periods prior to the inception of this Class
reflects the performance of a predecessor class of shares that was
substantially similar to this Class of shares and adjusted to reflect
the fees and expenses of this Class.
3. The predecessor class of shares incepted on August 1, 1993.

Stock Funds Prospectus 21
<PAGE>

Stock Funds
- --------------------------------------------------------------------------------

SHAREHOLDER FEES

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
All Funds
-------------------------------------------
CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <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
the Net Asset Value ("NAV") at purchase or the NAV at redemption) None/1/ 5.00% 1.00%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Diversified Equity Diversified
Fund Small Cap Fund
------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Management Fees 0.86% 0.86% 0.86% 0.99% 0.99%
Distribution (12b-1) Fees 0.00% 0.75% 0.75% 0.00% 0.75%
Other Expenses/2/ 0.73% 0.73% 1.40% 0.87% 0.96%
- --------------------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.59% 2.34% 3.01% 1.86% 2.70%
- --------------------------------------------------------------------------------------------------------------------
Fee Waivers/3/ 0.59% 0.59% 1.26% 0.46% 0.55%
- --------------------------------------------------------------------------------------------------------------------
NET EXPENSES 1.00% 1.75% 1.75% 1.40% 2.15%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Growth Equity International
Fund Fund
- --------------------------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Management Fees 1.07% 1.07% 1.07% 1.00% 1.00%
Distribution (12b-1) Fees 0.00% 0.75% 0.75% 0.00% 0.75%
Other Expenses/2/ 0.77% 0.86% 0.91% 1.24% 1.22%
- --------------------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.84% 2.69% 2.73% 2.24% 2.97%
- --------------------------------------------------------------------------------------------------------------------
Fee Waivers/3/ 0.34% 0.44% 0.48% 0.49% 0.47%
- --------------------------------------------------------------------------------------------------------------------
NET EXPENSES 1.50% 2.25% 2.25% 1.75% 2.50%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

22 Stock Funds Prospectus
<PAGE>

Summary of Expenses
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Equity Income Equity Index Equity Value Growth Fund
Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS A CLASS B CLASS C CLASS A CLASS B
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0.75% 0.75% 0.75% 0.25% 0.25% 0.75% 0.75% 0.75% 0.75% 0.75%
- -------------------------------------------------------------------------------------------------------------------
0.00% 0.75% 0.75% 0.00% 0.75% 0.00% 0.75% 0.75% 0.00% 0.75%
- -------------------------------------------------------------------------------------------------------------------
0.65% 0.63% 0.55% 0.60% 0.71% 0.81% 0.86% 0.70% 0.69% 0.74%
- -------------------------------------------------------------------------------------------------------------------
1.40% 2.13% 2.05% 0.85% 1.71% 1.56% 2.36% 2.20% 1.44% 2.24%
- -------------------------------------------------------------------------------------------------------------------
0.30% 0.28% 0.20% 0.14% 0.25% 0.38% 0.43% 0.27% 0.32% 0.37%
- -------------------------------------------------------------------------------------------------------------------
1.10% 1.85% 1.85% 0.71% 1.46% 1.18% 1.93% 1.93% 1.12% 1.87%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
International Large Company Small Cap Growth Small Cap
Equity Fund Growth Fund Fund Opportunities Fund
- -------------------------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS B
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.00% 1.00% 1.00% 0.75% 0.75% 0.75% 0.90% 0.90% 0.90% 0.90% 0.90%
- -------------------------------------------------------------------------------------------------------------------
0.00% 0.75% 0.75% 0.00% 0.75% 0.75% 0.00% 0.75% 0.75% 0.00% 0.75%
- -------------------------------------------------------------------------------------------------------------------
1.09% 1.28% 1.33% 0.55% 0.66% 0.66% 0.96% 1.07% 0.79% 0.76% 0.56%
- -------------------------------------------------------------------------------------------------------------------
2.09% 3.03% 3.08% 1.30% 2.16% 2.16% 1.86% 2.72% 2.44% 1.66% 2.21%
- -------------------------------------------------------------------------------------------------------------------
0.34% 0.53% 0.58% 0.10% 0.41% 0.41% 0.57% 0.68% 0.40% 0.26% 0.06%
- -------------------------------------------------------------------------------------------------------------------
1.75% 2.50% 2.50% 1.20% 1.75% 1.75% 1.29% 2.04% 2.04% 1.40% 2.15%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

/2/ Other expenses are based on estimated amounts for the current fiscal
year and reflect the impact of fund mergers, if applicable, which
occurred on November 6, 1999.
/3/ Fee waivers are contractual and apply for one year from the closing date
of the reorganization (two years for the Equity Income Fund). After this
time, the Advisor, with Board approval, may reduce or eliminate such
waivers.
Stock Funds Prospectus 23
<PAGE>

Stock Funds
- --------------------------------------------------------------------------------

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:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Diversified Equity Diversified
Fund Small Cap Fund
--------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 YEAR $ 671 $ 678 $ 278 $ 709 $ 718
3 YEARS $ 994 $ 974 $ 812 $1,084 $1,086
5 YEARS $1,338 $1,397 $1,471 $1,483 $1,581
10 YEARS $2,309 $2,355 $3,238 $2,594 $2,693
- ----------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Growth Equity International
Fund Fund
--------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 YEAR $ 719 $ 728 $ 328 $ 743 $ 753
3 YEARS $1,089 $1,094 $ 802 $1,191 $1,174
5 YEARS $1,483 $1,586 $1,402 $1,664 $1,721
10 YEARS $2,583 $2,687 $3,026 $2,966 $3,004
- ----------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
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:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Diversified Equity Diversified
Fund Small Cap Fund
--------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 YEAR $ 671 $ 178 $ 178 $ 709 $ 218
3 YEARS $ 994 $ 674 $ 812 $1,084 $ 786
5 YEARS $1,388 $1,197 $1,471 $1,483 $1,381
10 YEARS $2,309 $2,355 $3,238 $2,594 $2,693
- ----------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Growth Equity International
Fund Fund
--------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 YEAR $ 719 $ 228 $ 228 $ 743 $ 253
3 YEARS $1,089 $ 794 $ 802 $1,191 $ 874
5 YEARS $1,483 $1,386 $1,402 $1,664 $1,521
10 YEARS $2,583 $2,687 $3,026 $2,966 $3,004
- ----------------------------------------------------------------------------------------------
</TABLE>

24 Stock Funds Prospectus
<PAGE>

Summary of Expenses
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Equity Income Equity Index Equity Value Growth Fund
Fund Fund Fund
- ------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS A CLASS B CLASS C CLASS A CLASS B
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 681 $ 688 $ 288 $ 643 $ 649 $ 688 $ 696 $ 296 $ 683 $ 690
$ 936 $ 912 $ 603 $ 817 $ 814 $1,004 $ 995 $ 662 $ 975 $ 965
$1,241 $1,291 $1,066 $1,006 $1,105 $1,342 $1,422 $1,155 $1,288 $1,366
$2,108 $2,142 $2,346 $1,551 $1,662 $2,294 $2,369 $2,513 $2,174 $2,249
- ------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
International Large Company Small Cap Growth Small Cap
Equity Fund Growth Fund Fund Opportunities Fund
- ----------------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS B
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 743 $ 753 $ 353 $ 690 $ 678 $ 278 $ 699 $ 707 $ 307 $ 709 $ 718
$1,161 $1,187 $ 897 $ 954 $ 937 $ 637 $1,074 $1,080 $ 722 $1,044 $ 985
$1,605 $1,745 $1,565 $1,238 $1,322 $1,122 $1,473 $1,579 $1,265 $1,402 $1,379
$2,831 $2,985 $3,352 $2,044 $2,138 $2,461 $2,586 $2,696 $2,746 $2,407 $2,336
- ----------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Equity Income Equity Index Equity Value Growth Fund
Fund Fund Fund
- ------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS A CLASS B CLASS C CLASS A CLASS B
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 681 $ 188 $ 188 $ 643 $ 149 $ 688 $ 196 $ 196 $ 683 $ 190
$ 935 $ 611 $ 602 $ 817 $ 514 $1,004 $ 695 $ 662 $ 975 $ 665
$1,240 $1,089 $1,064 $1,006 $ 905 $1,342 $1,222 $1,155 $1,288 $1,166
$2,104 $2,137 $2,342 $1,551 $1,662 $2,294 $2,369 $2,513 $2,174 $2,249
- ------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
International Large Company Small Cap Growth Small Cap
Equity Fund Growth Fund Fund Opportunities Fund
- ----------------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS B
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 743 $ 253 $ 253 $ 690 $ 178 $ 178 $ 699 $ 207 $ 207 $ 709 $ 218
$1,161 $ 887 $ 897 $ 954 $ 637 $ 637 $1,074 $ 780 $ 722 $1,044 $ 685
$1,605 $1,549 $1,565 $1,238 $1,122 $1,122 $1,473 $1,379 $1,265 $1,402 $1,179
$2,831 $2,985 $3,352 $2,044 $2,138 $2,461 $2,586 $2,696 $2,746 $2,407 $2,336
- ----------------------------------------------------------------------------------------------------------
</TABLE>

Stock Funds Prospectus 25
<PAGE>

Key Information
- --------------------------------------------------------------------------------

Core/Gateway
Some of the Funds in this Prospectus are "Gateway" funds in a "core and
Gateway" structure. In this structure, a Gateway fund invests substantially
all of its assets in one or more core portfolios whose objectives and
investment strategies are consistent with a Fund's investment objective.
Gateway funds can enhance their investment opportunities and reduce their
expenses through sharing the costs and benefits of managing a large pool of
assets. Core portfolios do not offer shares to the public. Certain
administrative and other fees and expenses are charged to both the Gateway
fund and the core portfolio(s). The services provided and fees charged to
a Gateway fund are in addition to and not duplicative of the services
provided and fees charged to the core portfolios. References to the
activities of a Gateway fund are understood to refer to the investments of
the core portfolio(s) in which it invests.

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

. what the Fund is trying to achieve;

. how we intend to invest your money; and

. 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.

26 Stock Funds Prospectus
<PAGE>

This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>

Diversified Equity Fund
- --------------------------------------------------------------------------------

Investment Objective
The Diversified Equity Fund seeks long-term capital appreciation with
moderate annual return volatility by diversifying its investments among
different equity investment styles.

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

Investment Strategies
The Fund is a Gateway fund that invests in a "multi-style" equity
investment approach designed to minimize the volatility and risk of
investing in a single equity investment style. "Style" means either an
approach to selecting investments, or a type of investment that is selected
for a Fund. The Fund currently invests in 10 core portfolios.

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

Permitted Investments
We invest primarily in equity securities by combining 5 different equity
investment styles--an index style, an income equity style, a large company
style, a diversified small cap style, and an international style for the
Fund's investments. We allocate the assets dedicated to large company
investments to 2 Portfolios, and the assets allocated to small company
investments to 4 Portfolios. Because we blend 5 equity investment styles
for the Diversified Equity Fund, we anticipate that its price and return
volatility will be less than that of the Growth Equity Fund, which blends 3
equity investment styles.

The percentage of Fund assets invested in each core portfolio may
temporarily deviate from the current allocations due to changes in market
value. The Advisor will effect transactions daily to reestablish the
current allocations. The Advisor may make changes in the current allocation
at any time in response to market and other conditions. The Fund also may
invest in more or fewer core portfolios or invest directly in a portfolio
of securities.

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 long-term capital appreciation
with moderate annual return volatility.

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

Portfolio Allocation
As of September 30, 1999, the core portfolio allocations were as follows:

Investment Style/Portfolios Allocation

Index Portfolio 25%
Equity Income Portfolio 25%
Large Company Style 25%
Large Company Growth Portfolio 20%
Disciplined Growth Portfolio 5%
Diversified Small Cap Style 10%
Small Cap Index Portfolio 2.5%
Small Company Growth Portfolio 2.5%
Small Company Value Portfolio 2.5%
Small Cap Value Portfolio 2.5%
International Style 15%
International Portfolio 11.25%
International Equity Portfolio 3.75%
TOTAL FUND ASSETS 100%

28 Stock Funds Prospectus
<PAGE>

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

Portfolio Management
Please see the "Description of Core Portfolios" section on page 98 for the
objective and principal strategies of each portfolio, and the "Portfolio
Managers" section on page 100 for the professional summaries for these
managers.

Core Portfolio Sub-Advisor Portfolio Manager(s)

Index WCM David D. Sylvester and
Laurie R. White
Equity Income WCM David L. Roberts, CFA and
Gary J. Dunn, CFA
Large Company Growth Peregrine John S. Dale, CFA and
Gary E. Nussbaum, CFA
Disciplined Growth Smith Stephen S. Smith, CFA

Small Cap Index WCM David D. Sylvester and
Laurie R. White
Small Company Growth Peregrine Robert B. Mersky, CFA and
Paul E. von Kuster, CFA
Small Company Value Peregrine Tasso H. Coin, Jr., CFA and
Douglas G. Pugh, CFA

Small Cap Value Smith Stephen S. Smith, CFA

International Schroders Michael Perelstein

International Equity WCM Katherine Schapiro, CFA
and Stacey Ho, CFA

---------------------------------------------------------------------------
Important Risk Factors
Stocks of foreign companies purchased by this Fund may be subject to
political and economic instability. Also, stocks of the smaller and medium-
sized companies purchased for this Fund may be more volatile and less
liquid than larger company stocks.

You should consider the "Summary of Important Risks" section on page 6, the
"General Investment Risks" section beginning on page 74, and the specific
risks listed here. They are all important to your investment choice.

Stock Funds Prospectus 29
<PAGE>

Diversified Equity Fund
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

FOR A SHARE OUTSTANDING

<TABLE>
<CAPTION>
CLASS A SHARES--COMMENCED
ON MAY 2, 1996
-------------------------------------------------------------
Sept. 30, May 31, May 31, May 31,
1999/1/ 1999 1998 1997
-------------------------------------------------------------
<S> <C> <C> <C> <C>
For the period ended:

Net asset value, beginning of period $ 48.25 $ 43.06 $ 36.51 $ 30.56

Income from investment operations:
Net investment income (loss) 0.07 0.08 0.16 0.20
Net realized and unrealized gain (loss)
on investments (0.31) 6.29 8.99 6.10

Total from investment operations (0.24) 6.37 9.15 6.30

Less distributions:
Dividends from net investment income 0.00 (0.20) (0.27) (0.16)
Distributions from net realized gain 0.00 (0.98) (2.33) (0.19)

Total from distributions 0.00 (1.18) (2.60) (0.35)

Net asset value, end of period $ 48.01 $ 48.25 $ 43.60 $ 36.51

Total return (not annualized)/5/ (0.50%) 15.08% 26.08% 20.75%

Ratios/supplemental data:
Net assets, end of period (000s) $70,624 $69,768 $56,350 $25,271

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.00%/2/ 1.00%/2/ 1.00%/2/ 1.02%/2/
Ratio of net investment income (loss) to
average net assets 0.45%/2/ 0.47%/2/ 0.60%/2/ 0.81%/2/

Portfolio turnover 13%/3/ 35%/3/ 23%/3/ 48%

Ratio of expenses to average net assets prior
to waived fees and reimbursed expenses(annualized)/4/ 1.20%/2/ 1.22%/2/ 1.20%/2/ 1.40%/2/

Ratio of net investment income (loss) to average
net assets prior to waived fees and
reimbursed expenses (annualized) 0.25%/2/ 0.25%/2/ 0.40%/2/ 0.43%/2/
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund changed its fiscal year-end from May 31 to September 30.
/2/ Includes expenses allocated from the Portfolio(s) in which the Fund
invests.
/3/ Portfolio turnover rate is calculated by aggregating the results of
multiplying the Fund's investment percentage in the respective Portfolio by
the corresponding Portfolio's portfolio turnover rate.
/4/ During each period, various fees and expenses were waived and reimbursed.
The ratio of expenses to average net assets reflects the expense ratio in
the absence of any waivers and reimbursements.
/5/ Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the
period shown.

30 Stock Funds Prospectus
<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS B SHARES--COMMENCED CLASS C SHARES--
ON MAY 2, 1996 COMMENCED ON
OCTOBER 1, 1998
- --------------------------------------------------------------------------------------------------------------------
May 31, Sept. 30, May 31, May 31, May 31, May 31, Sept. 30, May 31,
1996 1999/1/ 1999 1998 1997 1996 1999/1/ 1999
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$29.89 $ 47.69 $ 42.69 $ 36.31 $ 30.54 $29.41 $48.26 $38.71

0.02 (0.04) (0.11) (0.06) 0.03 0.02 0.08 0.08

0.65 (0.32) 6.09 8.85 6.00 1.11 (0.44) 10.65

0.67 (0.36) 5.98 8.79 6.03 1.13 (0.36) 10.73

0.00 0.00 0.00 (0.08) (0.07) 0.00 0.00 (0.20)
0.00 0.00 (0.98) (2.33) (0.19) 0.00 0.00 (0.98)

0.00 0.00 (0.98) (2.41) (0.26) 0.00 0.00 (1.18)

$30.56 $ 47.33 $ 47.69 $ 42.69 $ 36.31 $30.54 $47.90 $ 48.26

2.24% (0.75%) 14.24% 25.13% 19.86% 3.84% (0.75%) 28.02%

$2,699 $113,874 $111,106 $81,548 $33,870 $2,447 $2,018 $ 542

1.52%/2/ 1.75%/2/ 1.75%/2/ 1.75%/2/ 1.76%/2/ 2.37%/2/ 1.75%/2/ 1.75%/2/

1.88%/2/ (0.30%)/2/ (0.28%)/2/ (0.15%)/2/ 0.09%/2/ 1.24%/2/ (0.28%)/2/ (0.28%)/2/

6% 13%/3/ 35%/3/ 23%/3/ 48% 6% 13%/3/ 35%/3/

4.06%/2/ 2.20%/2/ 2.22%/2/ 2.19%/3/ 2.41%/3/ 4.95%/2/ 2.63%/2/ 5.15%/2/

(0.66%)/2/ (0.75%)/2/ (0.75%)/2/ (0.59%)/2/ (0.56%)/2/ (1.34%)/2/ (1.16%)/2/ (3.68%)/2/
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

Stock Funds Prospectus 31
<PAGE>

Diversified Small Cap Fund
- -------------------------------------------------------------------------------

Investment Objective
The Diversified Small Cap Fund seeks long-term capital appreciation with
moderate annual return volatility by diversifying its investments across
different small capitalization equity investment styles.

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

Investment Strategies
The Fund is a Gateway fund that invests in a "multi-style" approach
designed to minimize the volatility and risk of investing in small
capitalization equity securities. "Style" means either an approach to
selecting investments, or a type of investment that is selected for a Fund.

The Fund invests in several different small capitalization equity styles in
order to reduce the risk of price and return volatility associated with
reliance on a single investment style. The Fund currently invests in 4 core
portfolios.

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

Permitted Investments
The percentage of Fund assets invested in each core portfolio may
temporarily deviate from the current allocations due to changes in market
value. The Advisor will effect transactions daily to reestablish the
current allocations. The Advisor may make changes in the current allocation
at any time in response to market and other conditions. The Fund also may
invest in more or fewer core portfolios or invest directly in a portfolio
of securities.

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 long-term capital appreciation
with moderate annual return volatility.

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

Portfolio Allocation
As of September 30, 1999, the core portfolio allocations for the fund were
as follows:

Investment Style/Portfolios Allocation

Small Cap Index Portfolio 25%
Small Company Growth Portfolio 25%
Small Company Value Portfolio 25%
Small Cap Value Portfolio 25%
TOTAL FUND ASSETS 100%

32
<PAGE>

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

Core Portfolio Sub-Advisor Portfolio Manager(s)

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

Important Risk Factors
Stocks of smaller companies purchased for the Fund may be more volatile and
less liquid than larger company stocks. Also, short term changes in the
demand for the securities of smaller companies may have a disproportionate
effect on their market price, tending to make the prices of these
securities fall more in response to selling pressure. Growth style stocks
are selected in part based on their prospects for future earnings, and may
not grow as expected. There is no guarantee that stocks selected as
"undervalued" using a value style approach will perform as expected.

33
<PAGE>

Diversified Small Cap Fund Financial Highlights
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

FOR A SHARE OUTSTANDING

<TABLE>
<CAPTION>
CLASS A SHARES-- CLASS B SHARES--
COMMENCED ON COMMENCED ON
OCTOBER 6, 1998 OCTOBER 1, 1998
-----------------------------------------------------------------
Sept. 30, May 31, Sept.30, May 31,
For the period ended: 1999/1/ 1999 1999/1/ 1999
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 9.52 $ 7.77 $ 8.96 $ 7.97

Income from investment operations:
Net investment income (loss) (0.01) (0.02) (0.03) (0.03)
Net realized and unrealized gain (loss)
on investments 0.03 1.77 0.03 1.02

Total from investment operations 0.02 1.75 0.00 0.99

Less distributions:
Dividends from net investment income 0.00 0.00/2/ 0.00 0.00
Distributions from net realized gain 0.00 0.00 0.00 0.00

Total from distributions 0.00 0.00 0.00 0.00

Net asset value, end of period $ 9.54 $ 9.52 $ 8.96 $ 8.96

Total return (not annualized)/6/ 0.21% 22.52% 0.00% 12.42%

Ratios/supplemental data:
Net assets, end of period (000s) $ 1,271 $ 1,504 $ 557 $ 476

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.40%/3/ 1.40%/3/ 2.15%/3/ 1.99%/3/
Ratio of net investment income (loss) to
to average net assets (0.28%)/3/ (0.22%)/3/ (1.14%)/3/ (0.84%)/3/

Portfolio turnover/4/ 39% 112% 39% 112%

Ratio of expenses to average net assets prior to
waived fees and reimbursed expenses (annualized)/5/ 2.56%/3/ 2.30%/3/ 4.21%/3/ 5.63%/3/

Ratio of net investment income (loss) to average
net assets prior to waived fees and
reimbursed expenses (annualized) (1.44%)/3/ (1.12%)/3/ (3.20%)/3/ (4.48%)/3/

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund changed its fiscal year-end from May 31 to September 30.
/2/ Actual dividends per share were less than $0.01.
/3/ Includes expenses allocated from the Portfolio(s) in which the Fund invests.
/4/ Portfolio turnover rate is calculated by aggregating the results of
multiplying the Fund's investment percentage in the respective Portfolio by
the corresponding Portfolio's portfolio turnover rate.
/5/ During each period, various fees and expenses were waived and reimbursed.
The ratio of expenses to average net assets reflects the expense ratio in
the absence of any waivers and reimbursements.
/6/ Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the
period shown.

34 Stock Funds Prospectus
<PAGE>

This page intentionally left blank
- -------------------------------------------------------------------------
<PAGE>

Equity Income Fund
- --------------------------------------------------------------------------------

Portfolio Managers: David L. Roberts, CFA; Gary J. Dunn, CFA

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

Investment Objective
The Equity Income Fund seeks long-term capital appreciation and
above-average divident income.

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

Investment Strategies
The Fund is a Gateway fund that invests substantially all of its assets in
a core portfolio with a substantially similar investment objective and
investment strategies. We invest primarily in the common stock of
large, high-quality domestic companies that have above-average return
potential based on current market valuations. We primarily emphasize
investments in securities of companies with above-average dividend
income. We use various valuation measures when selecting securities for the
portfolio, including above-average dividend yields and below industry
average price-to-earnings, price-to-book and price-to-sales ratios. We
consider "large" companies to be those whose market capitalization is
greater than the median of the Russell 1000 Index.

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

Permitted Investments
Under normal market conditions, we invest:

. at least 65% of total assets in income-producing equity securities; and

. in issues of companies with market capitalization greater than the median
of the Russell 1000 Index (as of December 31, 1999, this median was
approximately $4 billion; the median is expected to change
frequently).

We may invest in preferred stocks, convertible securities, and securities
of foreign companies. We will normally limit our investment in a single
issuer to 10% or less of our total assets. The Fund may invest in
additional core portfolios or invest directly in a portfolio of securities.

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 long-term capital appreciation
and above-average dividend income.

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

Important Risk Factors
Stocks selected for their high dividend yields may be more sensitive to
interest rate changes than other stocks.

You should consider the "Summary of Important Risks" section on page 6; the
"General Investment Risks" section beginning on page 74; and the specific
risks listed here. They are all important to your investment choice.

36 Stock Funds Prospectus
<PAGE>

This page intentionally left blank
---------------------------------------------------------------------------
<PAGE>

Equity Income Fund
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

FOR A SHARE OUTSTANDING

CLASS A SHARES--COMMENCED
ON MAY 2, 1996
-------------------------------------------------
Sept. 30, May 31, May 31, May 31,
For the period ended: 1999 1999 1998 1997
-------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 46.36 $ 41.19 $ 33.16 $ 27.56

Income from investment operations:
Net investment income (loss) 0.17 0.51 0.52 0.57
Net realized and unrealized gain (loss)
on investments (2.09) 5.45 8.77 5.54

Total from investment operations (1.92) 5.96 9.29 6.11

Less distributions:
Dividends from net investment income (0.24) (0.53) (0.54) (0.51)
Distributions from net realized gain 0.00 (0.26) (0.72) 0.00

Total from distributions (0.24) (0.79) (1.26) (0.51)

Net asset value, end of period $ 44.20 $ 46.36 $ 41.19 $ 33.16

Total return (not annualized)/5/ (4.16%) 14.74% 28.64% 22.40%

Ratios/supplemental data:
Net assets, end of period (000s) $109,081 $105,162 $75,144 $43,708

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.85%/2/ 0.85%/2/ 0.85%/2/ 0.85%
Ratio of net investment income (loss) to
average net assets 1.12%/2/ 1.23%/2/ 1.44%/2/ 1.95%

Portfolio turnover 5%/3/ 3%/3/ 3%/3/ 5%

Ratio of expenses to average net assets prior to
waived fees and reimbursed expenses(annualized)/4/ 0.90%/2/ 0.93%/2/ 0.91%/2/ 0.93%

Ratio of net investment income (loss) to average net
assets prior to waived fees and reimbursed
expenses (annualized) 1.07%/2/ 1.15%/2/ 1.38%/2/ 1.87%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund changed its fiscal year-end from May 31 to September 30.
/2/ Includes expenses allocated from the Portfolio in which the Fund invests.
/3/ Portfolio turnover rate represents the activity from the Fund's investment
in a single Portfolio.
/4/ During each period, various fees and expenses were waived and reimbursed.
The ratio of expenses to average net assets reflects the expense ratio in
the absence of any waivers and reimbursements.
/5/ Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the
period shown.

38 Stock Funds Prospectus
<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS SHARES--
CLASS B SHARES--COMMENCED COMMENCED ON
ON MAY 2, 1996 OCTOBER 1, 1998
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 31, Sept. 30, May 31, May 31, May 31, May 31, Sept. 30, May 31,
1996 1999/1/ 1999 1998 1997 1996 1999/1/ 1999
- -----------------------------------------------------------------------------------------------------------------------------------
$ 26.94 $ 46.27 $ 41.12 $ 33.09 $ 27.54 $ 26.94 $ 47.49 $ 37.26

0.07 0.05 0.19 0.24 0.36 0.02 0.08 0.47

0.55 (2.08) 5.45 8.75 5.52 0.58 (2.17) 10.39

0.62 (2.03) 5.64 8.99 5.88 0.60 (2.09) 10.86

0.00 (0.07) (0.23) (0.24) (0.33) 0.00 (0.10) (0.48)
0.00 0.00 (0.26) (0.72) 0.00 0.00 0.00 (0.15)

0.00 (0.07) (0.49) (0.96) (0.33) 0.00 (0.10) (0.63)

$ 27.56 $ 44.17 $ 46.27 $ 41.12 $ 33.09 $ 27.54 $ 45.30 $ 47.49

2.30% (4.40%) 13.90% 27.67% 21.48% 2.23% (4.41%) 28.55%

$31,448 $118,792 $106,688 $67,385 $33,626 $17,318 $ 2,124 $ 1,106

0.91% 1.60%/2/ 1.60%/2/ 1.60%/2/ 1.59% 1.72% 1.60%/2/ 1.60%/2/

3.69% 0.37%/2/ 0.48%/2/ 0.69%/2/ 1.24% 2.92% 0.42%/2/ 0.48%/2/

1% 5%/3/ 3%/3/ 3%/3/ 5% 1% 5%/3/ 3%/3/

1.91% 1.90%/2/ 1.94%/2/ 1.91%/2/ 1.96% 2.63% 2.37%/2/ 4.37%/2/

2.69% 0.07%/2/ 0.14%/2/ 0.38%/2/ 0.87% 2.01% (0.35%)/2/ (2.29%)/2/
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Stock Funds Prospectus 39
<PAGE>

Equity Index Fund
- -------------------------------------------------------------------------------

Portfolio Managers: David D. Sylvester; Laurie R. White

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

Investment Objective
The Equity Index Fund seeks to approximate to the extent practicable the
total rate of return of substantially all common stocks comprising the S&P
500 Index.

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

Investment Policies
We invest in common stocks to replicate the S&P 500 Index. We do not
individually select common stocks on the basis of traditional investment
analysis. Instead, we invest in each company comprising the S&P 500 Index
in proportion to its weighting in the S&P 500 Index. The Fund attempts to
achieve at least a 95% correlation between the performance of the S&P 500
Index and our investment results, before expenses. This correlation is
sought regardless of market conditions.

A precise duplication of the performance of the S&P 500 Index would mean
that the net asset value of Fund shares, including dividends and capital
gains would increase or decrease in exact proportion to changes in the S&P
500 Index. Such a 100% correlation is not feasible. Our ability to track
the performance of the S&P 500 Index may be affected by, among other
things, transaction costs and shareholder purchases and redemptions. We
will regularly monitor the performance and composition of the S&P 500
Index, and adjust the Fund's portfolio as necessary in order to achieve the
at least 95% correlation.

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

Permitted Investments
Under normal market conditions, we invest:

. in a diversified portfolio of common stocks designed to replicate the
holdings and weightings of the stocks listed on the S&P 500 Index;

. in stock index futures and options on stock indexes as a substitute for
comparable position in the underlying securities; and

. in interest-rate futures contracts, options or interest rate swaps and
index swaps.

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

Important Risk Factors
We attempt to match as closely as possible the performance of the S&P 500
Index. Therefore, during periods when the S&P 500 Index is losing value,
your investment will also lose value.

40 Stock Funds prospectus
<PAGE>

This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>

Equity Index Fund
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

FOR A SHARE OUTSTANDING

<TABLE>
<CAPTION>
CLASS A SHARES--COMMENCED
ON JANUARY 25, 1984
--------------------------------------------
Sept. 30, Sept. 30, March 31,
For the period ended: 1999 1998/1/ 1998
--------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $ 64.93 $ 70.32 $ 49.60

Income from investment operations:
Net investment income (loss) 0.53 0.33 0.48
Net realized and unrealized gain (loss)
on investments 16.54 (5.39) 22.31

Total from investment operations 17.07 (5.06) 22.79

Less distributions:
Dividends from net investment income (0.53) (0.33) (0.48)
Distributions from net realized gain (3.33) 0.00 (1.59)

Total from distributions (3.86) (0.33) (2.07)

Net asset value, end of period $ 78.14 $ 64.93 $ 70.32

Total return (not annualized)/6/ 26.82% (7.22%) 46.48%

Ratios/supplemental data:
Net assets, end of period (000s) $611,111 $518,778 $578,882

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.71% 0.71% 0.89%/4/
Ratio of net investment income (loss) to
average net assets 0.68% 0.94% 0.80%/4/

Portfolio turnover 6% 6% 4%/4/

Ratio of expenses to average net assets prior to
waived fees and reimbursed expenses (annualized) 0.80% 0.77% 0.95%/4/

Ratio of net investment income (loss) to average
net assets prior to waived fees and reimbursed
expenses (annualized) 0.59% 0.88% 0.74%/4/
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund changed year-end from March 31 to September 30.
/2/ The Fund changed fiscal year-end from September 30 to March 31.
/3/ The Fund changed fiscal year-end from December 31 to September 30.
/4/ Reflects activity of the Master Portfolio prior to December 15, 1997.
/5/ Represents activity for the Fund's stand-alone period only. The portfolio
turnover rate for the Corporate Stock Master Portfolio for the period from
April 28, 1996 to September 30, 1996, was 3%.
/6/ Total returns do not include any sales charges.

42 Stock Funds Prospectus
<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS B SHARES--COMMENCED
ON FEBRUARY 17, 1998
- ----------------------------------------------------------------------------------------------------------------------------
March 31, Sept. 30, Dec. 31, Dec. 31, Sept. 30, Sept. 30, March 31,
1997/2/ 1996/3/ 1995 1994 1999 1998/1/ 1998
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$46.24 $ 41.45 $ 31.42 $ 33.00 $ 65.03 $ 70.41 $ 65.18

0.25 0.42 0.59 0.63 (0.03) 0.04 0.01

4.61 4.79 10.65 (0.50) 16.52 (5.38) 5.24

4.86 5.21 11.24 0.13 16.49 (5.34) 5.23

(0.25) (0.42) (0.59) (0.63) 0.00 (0.04) 0.00
(1.25) 0.00 (0.62) (1.08) (3.33) 0.00 0.00

(1.50) (0.42) (1.21) (1.71) (3.33) (0.04) 0.00

$49.60 $ 46.24 $ 41.45 $ 31.42 $ 78.19 $ 65.03 $ 70.41

10.63% 12.60% 35.99% 0.42% 25.86% (7.59%) 8.02%

$406,739 $370,439 $327,208 $236,265 $66,931 $17,499 $ 3,811

0.97%/4/ 1.01%/4/ 0.96% 0.97% 1.45% 1.45% 1.45%

1.02%/4/ 1.28%/4/ 1.59% 1.92% (0.06%) 0.14% (0.19%)

2%/4/ 1%/4/,/5/ 6% 7% 6% 6% 4%

1.07%/4/ 1.08%/4/ 1.00% 1.00% 1.61% 1.58% 1.64%

0.92%/4/ 1.21%/4/ 1.55% 1.89% (0.22%) 0.01% (0.38%)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Stock Funds Prospectus 43
<PAGE>

Equity Value Fund
- --------------------------------------------------------------------------------

Portfolio Managers: Allan White; Allen Wisniewski, CFA; Gregg Giboney,
CFA
---------------------------------------------------------------------------
Investment Objective
The Equity Value Fund seeks long-term capital appreciation.

---------------------------------------------------------------------------
Investment Strategies
We seek long-term capital appreciation by investing in a diversified
portfolio composed primarily of equity securities that are trading at low
price-to-earnings ratios, as measured against the stock market as a whole
or against the individual stock's own price history. In addition we look at
the price-to-book value and price-to-cash flow ratios of companies for
indications of attractive valuation. We use both quantitative and
qualitative analysis to identify possible investments. Dividends are a
secondary consideration when selecting stocks. We may purchase particular
stocks when we believe that a history of strong dividends may increase
their market value.

---------------------------------------------------------------------------
Permitted Investments
Under normal market conditions, we invest:

. primarily in common stocks of both large, well-established companies and
smaller companies with market capitalization exceeding $50 million at the
time of purchase;

. in debt instruments that may be converted into the common stock of both
U.S. and foreign companies; and

. up to 25% of our assets in foreign companies through American Depositary
Receipts and similar instruments.

We may also purchase convertible debt securities with the same
characteristics as common stock, as well as in preferred stock and
warrants.

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 short-term investments, either to maintain
liquidity or for short-term defensive purposes when we believe it is in the
best interests of shareholders. During such periods, the Fund may not
achieve its objective of long-term capital appreciation.

---------------------------------------------------------------------------
Important Risk Factors
There is no guarantee that securities selected as "undervalued" will
perform as expected. Stocks of smaller, medium-sized and foreign companies
purchased using the value approach may be more volatile and less liquid
than other comparable securities.

44 Stock Funds Prospectus
<PAGE>

This page intentionally left blank
---------------------------------------------------------------------------
<PAGE>

Equity Value Fund
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information for periods subsequent to September 30,1995, which, along with their
report and the Fund's financial statements, is available upon request in the
Fund's annual report.

FOR A SHARE OUTSTANDING

CLASS A SHARES--COMMENCED
ON JULY 2,1990
----------------------------------------------------------
Sept. 30, Sept. 30, March 31,
For the period ended: 1999 1998 1998
---------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $ 14.93 $ 18.15 $ 14.43

Income from investment operations:
Net investment income (loss) 0.14 0.09 0.17
Net realized and unrealized gain (loss)
on investments 0.58 (3.22) 5.58

Total from investment operations 0.72 (3.13) 5.75

Less distributions:
Dividends from net investment income (0.14) (0.09) (0.17)
Distributions from net realized gain (1.26) 0.00 (1.86)

Total from distributions (1.40) (0.09) (2.03)

Net asset value, end of period $ 14.25 $ 14.93 $ 18.15

Total return (not annualized)/5/ 4.34% (17.27%) 41.76%

Ratios/supplemental data:
Net assets, end of period (000s) $31,764 $43,679 $52,392

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.17% 1.09% 1.07%
Ratio of net investment income (loss) to
average net assets 0.85% 1.06% 1.03%

Portfolio turnover 72% 23% 50%

Ratio of expenses to average net assets prior to
waived fees and reimbursed expenses (annualized) 1.26% 1.09% 1.16%

Ratio of net investment income (loss) to average
net assets prior to waived fees and reimbursed
expenses (annualized) 0.76% 1.06% 0.94%
</TABLE>
- -------------------------------------------------------------------------------
/1/ The Fund changed its fiscal year-end from March 31 to September 30.
/2/ The Fund changed its fiscal year-end from September 30 to March 31.
/3/ The Fund changed its Investment Advisor during this fiscal year.
/4/ Per share data based upon average monthly shares outstanding.
/5/ Total returns do not include any sales charges.

46 Stock Funds Prospectus
<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS B SHARES-COMMENCED CLASS C SHARES-COMMENCED
ON FEBRUARY 17, 1995 ON APRIL 1, 1998
- ----------------------------------------------------------------------------------------------------------------------------------
March 31, Sept. 30, Sept. 30, Sept. 30, Sept. 30, March 31, Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1997/1/ 1996/1/ 1995 1999 1998/1/ 1998 1997/1/ 1996/1/ 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$12.66 $ 13.27 $ 12.36 $ 12.23 $ 14.86 $ 11.81 $10.34 $10.00 $ 12.23 $ 14.86

0.08 0.20 0.24 0.02 0.02 0.05 0.01 0.00 0.02 0.02

1.89 1.60 1.63 0.48 (2.63) 4.57 1.57 0.34 0.48 (2.63)

1.97 1.80 1.87 0.50 (2.61) 4.62 1.58 0.34 0.50 (2.61)

(0.08) (0.19) (0.25) (0.02) (0.02) (0.05) (0.01) 0.00 (0.02) (0.02)
(0.12) (2.22) (0.71) (1.03) 0.00 (1.52) (0.10) 0.00 (1.04) 0.00

(0.20) (2.41) (0.96) (1.05) (0.02) (1.57) (0.11) 0.00 (1.06) (0.02)

$14.43 $12.66 $ 13.27 $11.68 $ 12.23 $ 14.86 $11.81 $10.34 $ 11.67 $ 12.23

15.63% 14.27% 16.58% 3.68% (17.54%) 40.87% 15.31% 3.40% 3.69% (17.57%)

$20,798 $18,453 $170,406 85,490 $73,343 $72,428 $2,542 $ 0 $873 $ 1,239

1.05% 1.18% 0.96% 1.83% 1.81% 1.76% 1.70% 0.00% 1.83% 1.83%

1.14% 1.73% 1.97% 0.18% 0.36% 0.42% 0.34% 1.83% 0.18% 0.41%

45% 91% 75% 72% 23% 50% 45% 91% 72% 23%

1.12% 1.22% 0.98% 2.02% 1.81% 1.83% 2.19% N/A 2.32% 2.84%

1.07% 1.69% 1.95% (0.01%) 0.36% 0.35% (0.15%) N/A (0.31%) (0.60%)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Stock Funds Prospectus 47
<PAGE>

Growth Fund
- -------------------------------------------------------------------------------

Portfolio Manager: Kelli Hill

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

Investment Objective
The Growth Fund seeks long-term capital appreciation.

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

Investment Strategies
We seek long-term capital appreciation by investing primarily in common
stocks and other equity securities and we look for companies that have a
strong earnings growth trend that we believe have above-average prospects
for future growth. We focus our investment strategy on larger
capitalization stocks.

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

Permitted Investments
Under normal market conditions, we invest:

. at least 65% of total assets in equity securities, including common and
preferred stocks, and securities convertible into common stocks;

. the majority of total assets in issues of companies with market
capitalization that falls within, but towards the higher end of, the
range of the Russell 1000 Index, an index comprised of the 1,000 largest
U.S. companies based on total market capitalization, that is considered a
mid-capitalization index (As of December 31, 1999, this range was from
$220 million to $604 billion. The range is expected to change
frequently.); and

. up to 25% of total assets in foreign companies through American
Depositary Receipts ("ADRs") and similar instruments.

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 long-term capital appreciation.
---------------------------------------------------------------------------

Important Risk Factors
This Fund is primarily subject to the risks associated with equity
securities, including foreign equity and mid-capitalization equity
securities, described under Common Risks in the "Summary of Important
Risks" section. The advisor selects growth stocks based on prospects for
future earnings, which may not grow as expected. In addition, at times,
the overall market or the market for value stocks may outperform growth
stocks.

48 Stock Funds Prospectus
<PAGE>

This page intentionally left blank
- -------------------------------------------------------------------------------
<PAGE>

Growth Fund
- --------------------------------------------------------------------------------

FOR A SHARE OUTSTANDING

<TABLE>
<CAPTION>
CLASS A SHARES--COMMENCED
ON AUGUST 2, 1990
-----------------------------------------------------------------------
Sept. 30, Sept. 30, March 31, March 31,
For the period ended: 1999 1998/1/ 1998 1997/2/
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 20.48 $ 22.09 $ 19.20 $ 17.91

Income from investment operations:
Net investment income (loss) 0.01 0.05 0.11 0.06
Net realized and unrealized gain (loss)
on investments 5.65 (1.61) 6.18 1.34

Total from investment operations 5.66 (1.56) 6.29 1.40

Less distributions:
Dividends from net investment income (0.01) (0.05) (0.11) (0.06)
Distributions from net realized gain (3.28) 0.00 (3.29) (0.05)

Total from distributions (3.29) (0.05) (3.40) (0.11)

Net asset value, end of period $ 22.85 $ 20.48 $ 22.09 $ 19.20

Total return (not annualized)/4/ 29.54% (7.08%) 34.65% 7.86%

Ratios/supplemental data:
Net assets, end of period (000s) $315,134 $305,309 $365,405 $283,468

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.10% 1.08% 1.12% 1.14%
Ratio of net investment income (loss) to
average net assets 0.05% 0.42% 0.53% 0.65%

Portfolio turnover 38% 18% 137% 40%

Ratio of expenses to average net assets prior to
waived fees and reimbursed expenses (annualized) 1.13% 1.08% 1.13% N/A

Ratio of net investment income (loss) to average
net assets prior to waived fees and reimbursed
expenses (annualized) 0.02% 0.42% 0.52% N/A
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund changed its fiscal year-end from March 31 to September 30.
/2/ The Fund changed its fiscal year-end from September 30 to March 31.
/3/ The Fund changed its fiscal year-end from December 31 to September 30.
/4/ Total returns do not include any sales charges.

50 Stock Funds Prospectus
<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS B
SHARES--COMMENCED
ON JANUARY 1,1995

- ----------------------------------------------------------------------------------------------------------------------------------
Sept. 30, Dec. 31, Dec. 31, Sept. 30, Sept. 30, March 31, March 31, Sept. 30, Dec. 31,
1996/3/ 1995 1994 1999 1998/1/ 1998 1997/1/ 1996/3/ 1995
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$17.26 $ 14.10 $ 14.75 $ 14.53 $ 15.70 $ 13.64 $ 12.74 $ 12.29 $10.00

0.07 0.19 0.22 (0.09) (0.02) (0.01) 0.00 (0.01) 0.05

2.00 3.87 (0.27) 4.00 (1.15) 4.38 0.94 1.42 2.79

2.07 4.06 (0.05) 3.91 (1.17) 4.37 0.94 1.41 2.84

(0.07) (0.19) (0.22) 0.00 0.00 0.00 0.00 0.00 (0.05)
(1.35) (0.71) (0.38) (2.33) 0.00 (2.31) (0.04) (0.96) (0.50)

(1.42) (0.90) (0.60) (2.33) 0.00 (2.31) (0.04) (0.96) (0.55)

$17.91 $ 17.26 $ 14.10 $ 16.11 $ 14.53 $ 15.70 $ 13.64 $ 12.74 $12.29

12.45% 28.90% (0.29%) 28.68% (7.45%) 33.83% 7.36% 11.89% 28.47%

$254,498 $178,488 $113,525 $60,909 $48,772 $52,901 $23,010 $12,832 $4,682

1.18% 1.18% 1.11% 1.79% 1.79% 1.79% 1.86% 1.93% 1.87%

0.56% 1.23% 1.51% (0.64%) (0.29%) (0.15%) (0.06%) (0.12%) 0.43%

83% 100% 71% 38% 18% 137% 40% 83% 100%

1.19% 1.21% 1.15% 1.86% 1.79% 1.80% 1.89% 2.03% 2.21%

0.55% 1.20% 1.47% (0.71%) (0.29%) (0.16%) (0.09%) (0.22%) 0.09%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Stock Funds Prospectus 51
<PAGE>

Growth Equity Fund
- --------------------------------------------------------------------------------

Investment Objective
The Growth Equity Fund seeks a high level of long-term capital appreciation
with moderate annual return volatility by diversifying its investments
among different equity investment styles.

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

Investment Strategies
The Fund is a Gateway fund that invests in a "multi-style" approach
designed to reduce the volatility and risk of investing in a single equity
style. "Style" means either an approach to selecting investments or a type
of investment that is selected for a Fund. The Fund currently invests in 7
core portfolios.

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

Permitted Investments
The Fund invests primarily in equity securities by combining 3 different
equity investment styles--a large company growth style, a diversified small
cap style, and an international style. The Fund allocates the assets
dedicated to small company investments to 4 Portfolios. It is anticipated
that the Fund's price and return volatility will be somewhat greater than
those of the Diversified Equity Fund, which blends 5 equity styles.

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 providing a high level of
long-term capital appreciation with moderate annual return volatility.

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

Portfolio Allocation
As of September 30, 1999, the core portfolio allocations for the fund were
as follows:

Investment Style/Portfolios Allocation

Large Company Growth Portfolio 35%
Diversified Small Cap Style 35%
Small Cap Index Portfolio 8.75%
Small Company Growth Portfolio 8.75%
Small Company Value Portfolio 8.75%
Small Cap Value Portfolio 8.75%
International Style 30%
International Portfolio 22.5%
International Equity Portfolio 7.5%
TOTAL FUND ASSETS 100%

52 Stock Funds Prospectus
<PAGE>

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

Core Portfolio Sub-Advisor Portfolio Manager(s)
Large Company Growth Peregrine John S. Dale, CFA and
Gary E. Nussbaum, CFA
Small Cap Index WCM David D. Sylvester and
Laurie R. White
Small Company Growth Peregrine Robert B. Mersky, CFA and
Paul E. von Kuster, CFA
Small Company Value Peregrine Tasso H. Coin, Jr., CFA and
Douglas G. Pugh, CFA
Small Cap Value Smith Stephen S. Smith, CFA
International Schroders Michael Perelstein
International Equity WCM Katherine Schapiro, CFA and
Stacey Ho, CFA

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

Important Risk Factors
This Fund is primarily subject to the equity market risks described in the
Common Risks section.

Stock Funds Prospectus 53
<PAGE>

Growth Equity Fund
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

FOR A SHARE OUTSTANDING

<TABLE>
<CAPTION>
CLASS A SHARES--COMMENCED
ON MAY 2, 1996
-----------------------------------------------------------
Sept. 30, May 31, May 31, May 31,
For the period ended: 1999 1999 1998 1997
-----------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 36.17 $ 35.73 $ 32.49 $ 28.08

Income from investment operations:
Net investment income (loss) (0.01) (0.02) (0.06) (0.02)
Net realized and unrealized gain
on investments 0.67 2.56 6.88 4.06

Total from investment operations 0.66 2.54 6.82 4.04

Less distributions:
Dividends from net investment income 0.67 (0.03) (0.04) (0.04)
Distributions from net realized gain 0.00 (2.07) (3.54) (0.59)

Total from distributions 0.67 (2.10) (3.58) (0.63)

Net asset value, end of period $ 36.83 $ 36.17 $ 35.73 $ 32.49

Total return (not annualized)5 1.82% 7.57% 22.55% 14.11%

Ratios/supplemental data:
Net assets, end of period (000s) $ 23,750 $ 17,335 $ 21,567 $ 14,146

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.25%/2/ 1.25%/2/ 1.25%/2/ 1.30%/2/
Ratio of net investment income (loss) to
average net assets (0.01%)/2/ (0.08%)/2/ (0.11%)/2/ (0.12%)2

Portfolio turnover 22%/3/ 73%/3/ 47%/3/ 9%

Ratio of expenses to average net assets prior to
waived fees and reimbursed expenses (annualized) 4 1.45%/2/ 1.44%/2/ 1.42%/2/ 1.95%/2/

Ratio of net investment income (loss) to average
net assets prior to waived fees and
reimbursed expenses (annualized) (0.21%)/2/ (0.27%)/2/ (0.28%)/2/ (0.77%)/2/
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund changed its fiscal year-end from May 31 to September 30.
/2/ Includes expenses allocated from the Portfolio(s) in which the Fund
invests.
/3/ Portfolio turnover rate is calculated by aggregating the results of
multiplying the Fund's investment percentage in the respective Portfolio by
the corresponding Portfolio's portfolio turnover rate.
/4/ During each period, various fees and expenses were waived and reimbursed.
The ratio of expenses to average net assets reflects the expense ratio in
the absence of any waivers and reimbursements.
/5/ Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the
period shown.

54 Stock Funds Prospectus
<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS B SHARES--COMMENCED CLASS C SHARES--
ON MAY 6, 1996 COMMENCED ON
OCTOBER 1, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
May 31, Sept. 30 May 31, May 31, May 31, May 31, Sept. 30 May 31,
1996 1999/1/ 1999 1998 1997 1996/1/ 1999/1/ 1999/1/
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 28.50 $ 35.39 $ 35.23 $ 32.28 $ 29.07 $28.18 $36.29 $30.66

0.00 (0.10) (0.25) (0.23) (0.13) 0.00 0.02 (0.13)

0.58 0.64 2.48 6.72 3.93 0.89 0.53 7.86

0.58 0.54 2.23 6.49 3.80 0.89 0.55 7.73

0.00 0.00 0.00 0.00 0.00 0.00 0.00 (0.03)
0.00 0.00 (2.07) (3.54) (0.59) 0.00 0.00 (2.07)

0.00 0.00 (2.07) (3.54) (0.59) 0.00 0.00 (2.10)

$ 29.08 $ 35.93 $ 35.39 $ 35.23 $ 32.28 $29.07 $36.84 $36.29

2.04% 1.53% 6.78% 21.63% 13.28% 3.16% 1.52% 25.73%

$ 3,338 $19,211 $18,976 $16,615 $ 8,713 $ 703 $ 320 $ 60

2.08%/2/ 2.00%/2/ 2.00%/2/ 2.00%/2/ 2.04%/2/ 2.92%/2/ 2.00%/2/ 2.01%/2/

0.34%/2/ (0.76%)/2/ (0.83%)/2/ (0.85%)/2/ (0.82%)/2/ (0.40%)/2/ (0.87%)/2 (0.87%)/2/

7% 22%/3/ 73%/3/ 47%/3/ 9% 7% 22%/3/ 73%/3/

6.40%/2/ 2.45%/2/ 2.45%/2/ 2.45%/2/ 3.02%/2/ 7.44%/2/ 6.22%/2/ 21.40%/2/

(3.98%)/2/ (1.21%)/2/ (1.28%)/2/ (1.30%)/2/ (1.80%)/2/ (4.92%)/2/ (5.09%)/2/ (20.26%)/2/

</TABLE>

Stock Funds Prospectus 55
<PAGE>

International Fund
- --------------------------------------------------------------------------------

Portfolio Manager: Michael Perelstein

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

Investment Objective
The International Fund seeks long-term capital appreciation by investing in
high-quality companies based outside the United States.

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

Investment Strategies
The Fund is a Gateway fund that invests substantially all of its assets in
a core portfolio with a substantially similar investment objective and
investment strategies.

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

Permitted Investments
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 long-term capital appreciation.

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

Important Risk Factors
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. Concentrated investment in any single
country, especially a less developed country, would make the Fund's value
more sensitive to economic, currency and regulatory changes within that
country. Emerging market countries are often dependent on international
trade and are therefore often vulnerable to events in other countries. They
may have less developed financial systems and 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, which may make them more difficult to sell,
particularly during a market downturn.

56 Stock Funds Prospectus
<PAGE>

This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>

International Fund
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A SHARES--COMMENCED
ON APRIL 12, 1995
---------------------------------------------------------
Sept. 30, May 31, May 31, May 31,
1999/1/ 1999 1998 1997
---------------------------------------------------------
<S> <C> <C> <C> <C>
For the period ended:

Net asset value, beginning of period $ 22.78 $ 23.84 $ 21.66 $ 19.82

Income from investment operations:
Net investment income (loss) 0.07 0.04 0.03 0.10
Net realized and unrealized gain (loss)
on investments 0.88 (0.43) 2.35 1.94

Total from investment operations 0.95 (0.39) 2.38 2.04

Less distributions:
Dividends from net investment income 0.00 (0.21) (0.20) (0.20)
Distributions from net realized gain 0.00 (0.46) 0.00 0.00

Total from distributions 0.00 (0.67) (0.20) (0.20)

Net asset value, end of period $ 23.73 $ 22.78 $ 23.84 $ 21.66

Total return (not annualized)/6/ 4.17% (1.36%) 11.20% 10.33%

Ratios/supplemental data:
Net assets, end of period (000s) $ 2,726 $ 2,866 $ 3,342 $ 2,240

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.50%/2/ 1.50%/2/ 1.47%/2/ 1.43%/2/
Ratio of net investment income (loss) to
average net assets 0.92%/2/ 0.37%/2/ 0.44%/2/ 0.42%/2/

Portfolio turnover 23%/4/ 95%/3/ 37%/3/ 48%/4/

Ratio of expenses to average net assets prior to
waived fees and reimbursed expenses (annualized)/5/ 1.81%/2/ 1.80%/2/ 1.72%/2/ 1.72%/2/

Ratio of net investment income (loss) to average
net assets prior to waived fees and reimbursed
expenses (annualized) 0.61%/2/ 0.07%/2/ 0.19%/2/ 0.13%/2/
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund changed its fiscal year-end from May 31 to September 30.
/2/ Includes expenses allocated from the Portfolio(s) in which the Fund invests.
/3/ Portfolio turnover rate is calculated by aggregating the results of
multiplying the Fund's investment percentage in the respective Portfolio by
the corresponding Portfolio's turnover rate.
/4/ Portfolio turnover rate represents the activity from the Fund's investment
in a single Portfolio.
/5/ During each period, various fees and expenses were waived and reimbursed.
The ratio of expenses to average net assets reflects the expense ratio in
the absence of any waivers and reimbursements.
/6/ Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the
period shown.

58 Stock Funds Prospectus
<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------

CLASS B SHARES--COMMENCED
ON MAY 12,1995
- ------------------------------------------------------------------------------------------------------------------------------------

May 31, Oct.31, Sept.30, May 31, May 31, May 31, May 31, Oct.31,
1996 1995 19991 1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$17.97 $16.50 $22.66 $23.70 $21.55 $19.71 $17.91 $17.20

0.35 0.01 0.02 (0.06) (0.09) (0.06) 0.25 0.01

1.83 1.46 0.86 (0.49) 2.31 1.93 1.83 0.70

2.18 1.47 0.88 (0.55) 2.22 1.87 2.08 0.71

(0.33) 0.00 0.00 (0.03) (0.07) (0.03) (0.28) 0.00
0.00 0.00 0.00 (0.46) 0.00 0.00 0.00 0.00

(0.33) 0.00 0.00 (0.49) (0.07) (0.03) (0.28) 0.00

$19.82 $17.97 $23.54 $22.66 $23.70 $21.55 $19.71 $17.91

12.31% 8.91% 3.88% (2.08%) 10.39% 9.44% 11.79% 4.30%

$1,080 $ 216 $1,960 $1,973 $2,245 $1,667 $ 995 $ 395

1.50%/2/ 1.32%/2/ 2.25%/2/ 2.25%/2/ 2.22%/2/ 2.18%/2/ 2.25%/2/ 1.27%/2/

0.92%/2/ 0.26%/2/ 0.18%/2/ (0.30%)/2/ (0.29%)/2/ (0.34%)/2/ (0.02%)/2/ 0.17%/2/

14%/4/ 29%/4/ 23%/4/ 95%/3/ 37%/3/ 48%/4/ 14%/4/ 29%/4/

2.51%/2/ 20.95%/2/ 2.92%/2/ 2.89%/2/ 2.81%/2/ 2.76%/2/ 3.11%/2/ 14.57%/2/

(0.09%)/2/ (19.37%)/2/ (0.49%)/2/ (0.94%)/2/ (0.88%)/2/ (0.92%)/2/ (0.88%)/2/ (13.13%)/2/
</TABLE>

Stock Funds Prospectus 59
<PAGE>

International Equity Fund
- -------------------------------------------------------------------------------

Portfolio Managers: Katherine Schapiro, CFA; Stacey Ho, CFA
--------------------------------------------------------------------------

Investment Objective
The International Equity Fund seeks total return, with an emphasis on
capital appreciation, over the long-term, by investing primarily in equity
securities of non-U.S. companies.

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

Investment Strategies
We actively manage a diversified portfolio of equity securities of
companies based in developed non-U.S. countries and in emerging markets of
the world. We expect that the securities we hold will be traded on a stock
exchange or other market in the country in which the issuer is based, but
they also may be traded in other countries, including the U.S.

We apply a fundamentals-driven, value-oriented analysis to identify
companies with above-average potential for long-term growth. The financial
data we examine includes both the company's historical performance results
and its projected future earnings. Among other key criteria we consider are
a company's local, regional or global franchise; history of effective
management demonstrated by expanding revenues and earnings growth; prudent
financial and accounting policies and ability to take advantage of a
changing business environment.

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

Permitted Investments
Under normal market conditions we invest:

. at least 80% of total assets in equity securities of companies located
or operating outside the U.S.;

. in a minimum of five countries exclusive of the U.S.;

. up to 50% of total assets in any one country;

. up to 25% of total assets in emerging markets;

. in issuers with an average market capitalization of $10 billion or
more, although we may invest in equity securities of issuers with market
capitalization as low as $250 million; and

. 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) and shares of other mutual funds.

Although it is not our intention to do so, we reserve the right to 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 total return, with an emphasis on capital
appreciation.

60 Stock Funds Prospectus
<PAGE>

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

Stock Funds Prospectus 61
<PAGE>

International Equity Fund
- -------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

FOR A SHARE OUTSTANDING

CLASS A SHARES--COMMENCED
ON SEPTEMBER 24, 1997

---------------------------------
Sept.30, Sept.30, March 31,
For the period ended: 1999 1998/1/ 1998
---------------------------------
Net asset value, beginning of period $ 9.36 $ 11.05 $ 10.00

Income from investment operations:
Net investment income (loss) (0.02) 0.00 0.02
Net realized and unrealized gain (loss) on
investments 3.36 (1.69) 1.03

Total from investment operations 3.34 (1.69) 1.05

Less distributions:
Dividends from net investment income 0.00 0.00 0.00
Distributions from net realized gain 0.00 0.00 0.00

Total from distributions 0.00 0.00 0.00

Net asset value, end of period $ 12.70 $ 9.36 $ 11.05

Total return (not annualized)/2/ 35.68% (15.29%) 10.52%

Ratios/supplemental data:
Net assets, end of period (000s) $35,779 $23,857 $26,770

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.75% 1.75% 1.75%
Ratio of net investment income (loss) to
average net assets (0.17%) 0.10% 0.35%

Portfolio turnover 41% 21% 12%

Ratio of expenses to average net assets
prior to waived fees and reimbursed
expenses (annualized) 2.10% 2.06% 2.20%

Ratio of net investment income (loss) to
average net assets prior to waived fees
and reimbursed expenses (annualized) (0.52%) (0.21%) (0.10%)

- -------------------------------------------------------------------------------
/1/ The Fund changed its fiscal year-end from March 31 to September 30.
/2/ Total returns do not include any sales charges.

62 Stock Funds Prospectus
<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS B SHARES--COMMENCED CLASS C SHARES--COMMENCED
ON SEPTEMBER 24, 1997 ON APRIL 1, 1998
- --------------------------------------------------------------------------------

Sept. 30, Sept. 30, March 31, Sept. 30, Sept. 30,
1999 1998/1/ 1998 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 9.30 $ 11.01 $ 10.00 $ 9.30 $ 11.01

(0.10) (0.03) (0.01) (0.04) (0.03)

3.34 (1.68) 1.02 3.28 (1.68)

3.24 (1.71) 1.01 3.24 (1.71)

0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00

$ 12.54 $ 9.30 $ 11.01 $12.54 $ 9.30

34.84% (15.53%) 10.10% 34.84% (15.53%)

$37,911 $30,070 $33,003 $ 673 $ 297

2.40% 2.40% 2.40% 2.37% 2.40%

(0.81%) (0.56%) (0.31%) (0.78%) (1.15%)

41% 21% 12% 41% 21%

2.79% 2.70% 2.84% 2.72% 2.66%

(1.20%) (0.86%) (0.75%) (1.13%) (1.41%)

- --------------------------------------------------------------------------------
</TABLE>

Stock Funds Prospectus 63
<PAGE>

Large Company Growth Fund
- --------------------------------------------------------------------------------

Portfolio Managers: John S.Dale, CFA; Gary E. Nussbaum, CFA

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

Investment Objective
The Large Company Growth Fund seeks long-term capital appreciation by
investing primarily in large, high-quality domestic companies that the
Advisor believes have superior growth potential.

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

Investment Strategies
The Fund is a Gateway fund that invests substantially all of its assets in
a core portfolio with a substantially similar investment objective and
investment strategies.

We consider "large" companies to be those whose market capitalization is
greater than the median of the Russell 1000 Index, which, as of December
31, 1999, was approximately $4 billion, and is expected to change
frequently. In selecting securities for the Fund, we seek issuers whose
stock is attractively valued with fundamental characteristics that are
significantly better than the market average and that support internal
earnings growth capability. We may invest in the securities of companies
whose growth potential we believe is generally unrecognized or misperceived
by the market.

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

Permitted Investments
We will not invest more than 10% of the Fund's total assets in the
securities of a single issuer. We may invest up to 20% of the Fund's total
assets in the securities of foreign companies and may hedge against
currency risk by using foreign currency forward contracts. The Fund may
invest in additional core portfolios or invest directly in a portfolio of
securities.

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

We select growth stocks based on prospects for future earnings, which may
not grow as expected. In addition, at times, the overall market or the
market for value stocks may outperform growth stocks.

You should consider the "Summary of Important Risks" section on page 6, the
"General Investment Risks" section beginning on page 74, and the specific
risks listed above. They are all important to your investment choice.

64 Stock Funds Prospectus
<PAGE>

Financial Highlights
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING

CLASS A SHARES-- CLASS B SHARES--
COMMENCED ON COMMENCED ON
OCTOBER 6, 1998 OCTOBER 1, 1998
--------------------------------------------------------------------
Sept.30, May 31, Sept.30, May 31,
For the period ended: 1999/1/ 1999 1999/1/ 1999
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 58.09 $ 38.48 $ 54.50 $ 39.80

Income from investment operations:
Net investment income (loss) (0.12) (0.16) (0.19) (0.17)
Net realized and unrealized gain (loss)
on investments (0.01) 20.82 (0.02) 15.92

Total from investment operations (0.13) 20.66 (0.21) 15.75

Less distributions:
Dividends from net investment income 0.00 0.00 0.00 0.00
Distributions from net realized gain 0.00 (1.05) 0.00 (1.05)

Total from distributions 0.00 (1.05) 0.00 (1.05)

Net asset value, end of period $ 57.96 $ 58.09 $ 54.29 $ 54.50

Total return (not annualized)/5/ (0.22%) 54.16% (0.39%) 40.01%

Ratios/supplemental data:
Net assets, end of period (000s) $188,890 $191,233 $201,351 $156,870

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.20%/2/ 1.20%/2/ 1.75%/2/ 1.76%/2/
Ratio of net investment income (loss)
to average net assets (0.58%)/2/ (0.68%)/2/ (1.13%)/2/ (1.22%)/2/

Portfolio turnover 5%/3/ 28%/3/ 5%/3/ 28%/3/

Ratio of expenses to average net assets prior to
waived fees and reimbursed expenses (annualized)/4/ 1.40%/2/ 1.35%/2/ 2.05%/2/ 2.15%/2/

Ratio of net investment income (loss) to average
net assets prior to waived fees and
reimbursed expenses (annualized) (0.78%)/2/ (0.83%)/2/ (1.43%)/2/ (1.61%)/2/
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund changed its fiscal year-end from May 31 to September 30.
/2/ Includes expenses allocated from the Portfolio in which the Fund invests.
/3/ Portfolio turnover rate represents the activity from the Fund's investment
in a single Portfolio.
/4/ During each period, various fees and expenses were waived and
reimbursed. The ratio of expenses to average net assets reflects the
expense ratio in the absence of any waivers and reimbursements.
/5/ Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the
period shown.

Stock Funds Prospectus 65
<PAGE>

Small Cap Growth Fund
- --------------------------------------------------------------------------------

Portfolio Managers: Thomas Zeifang, CFA; Chris Greene

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

Investment Objective
The Small Cap Growth Fund seeks long-term capital appreciation.

---------------------------------------------------------------------------
Investment Strategies

We actively manage a diversified portfolio of common stocks issued by
companies whose market capitalization falls within the range of the Russell
2000 Index. As of December 31, 1999, the range was $10 million to $13
billion, but it is expected to change frequently. We will sell the stock of
any company whose market capitalization exceeds the range of this index for
sixty consecutive days.

We invest in the common stocks of domestic and foreign companies we believe
have above-average prospects for capital growth, or that may be involved in
new or innovative products, services and processes.

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

Permitted Investments
Under normal market conditions, we invest:

. at least 65% of total assets in an actively managed, broadly
diversified portfolio of small cap growth-oriented common stocks;

. in at least 20 common stock issues spread across multiple industry
groups and sectors of the economy;

. up to 40% of total assets in initial public offerings or recent start-
ups and newer issues; and

. no more than 25% of total assets in foreign companies through American
Depositary Receipts or similar issues.

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

Important Risk Factors
This Fund is designed for investors willing to assume above-average risk.
We may invest in companies that:

. pay low or no dividends;

. have smaller market capitalization;

. have less market liquidity;

. have no or relatively short operating histories, or are new public
companies or are initial public offerings, whose stocks are typically
more volatile than stocks of more seasoned companies;

. have aggressive capital structures including high debt levels; or

. are involved in rapidly growing or changing industries and/or new
technologies.

66 Stock Funds Prospectus
<PAGE>

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

Because we invest in aggressive securities, share prices may rise and fall
more than the share prices of other funds. In addition, our active trading
investment strategy may result in a higher-than-average portfolio turnover
ratio, increased trading expenses, and higher short-term capital gains.
Stocks of foreign companies, whether purchased directly or through American
Depositary Receipts, may be more volatile and less liquid than other
comparable securities.

Small Cap Growth Fund
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

FOR A SHARE OUTSTANDING

<TABLE>
<CAPTION>
CLASS A SHARES--COMMENCED
ON SEPTEMBER 16, 1996
---------------------------------------------------------------------------

Sept. 30, Sept.30, March 31, March 31,
For the period ended: 1999 1998/1/ 1998 1997/2/
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 17.86 $ 25.62 $ 18.98 $ 22.45

Income from investment operations:
Net investment income (loss) (0.18) (0.09) (0.06) (0.01)
Net realized and unrealized gain
(loss) on investments 9.99 (7.67) 8.76 (3.46)

Total from investment operations 9.81 (7.76) 8.70 (3.47)

Less distributions:
Dividends from net investment income 0.00 0.00 0.00 0.00
Distributions from net realized gain (1.44) 0.00 (2.06) 0.00

Total from distributions (1.44) 0.00 (2.06) 0.00

Net asset value, end of period $ 26.23 $ 17.86 $ 25.62 $ 18.98

Total return (not annualized)/5/ 58.81% (30.29%) 47.03% (15.46%)

Ratios/supplemental data:
Net assets, end of period (000s) $16,662 $10,899 $ 15,611 $ 3,107

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.35% 1.36% 1.22%/3/ 1.10%/3/
Ratio of net investment income (loss) to
average net assets (0.92%) (0.82%) (0.43%)/3/ (0.23%)/3/

Portfolio turnover/4/ 249% 110% 291% 69%

Ratio of expenses to average net assets prior to
waived fees and reimbursed expenses (annualized) 1.53% 1.49% 1.57%/3/ 2.80%/3/

Ratio of net investment income (loss) to
average net assets prior to waived fees
and reimbursed expenses (annualized) (1.10%) (0.95%) (0.78%)/3/ (1.93%)/3/
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund changed its fiscal year-end from March 31 to September 30.
/2/ The Fund changed its fiscal year-end from September 30 to March 31.
/3/ Ratio includes income and expenses allocated from the Master Portfolio for
periods prior to December 15, 1997.
/4/ Reflects activity of the Master Portfolio for periods prior to December
15, 1997.
/5/ Total returns do not include any sales charges.

68 Stock Funds Prospectus
<PAGE>

FinanciaL Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS B SHARES--COMMENCED CLASS C SHARES--COMMENCED
ON SEPTEMBER 16, 1996 ON DEC. 15, 1997
- ----------------------------------------------------------------------------------------------------------------------
Sept. 30, Sept. 30, Sept. 30, March 31, March 31, Sept. 30, Sept. 30, Sept. 30, March 31,
1996 1999 1998/1/ 1998 1997/1/ 1996 1999 1998/1/ 1998
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$22.01 $ 17.64 $ 25.38 $ 18.93 $ 22.46 $22.02 $17.63 $ 25.38 $21.77

0.00 (0.36) (0.18) (0.11) (0.04) 0.00 (0.39) (0.18) (0.08)

0.44 9.86 (7.56) 8.61 (3.49) 0.44 9.89 (7.57) 3.69

0.44 9.50 (7.74) 8.50 (3.53) 0.44 9.50 (7.75) 3.61

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 (1.42) 0.00 (2.05) 0.00 0.00 (1.42) 0.00 0.00

0.00 (1.42) 0.00 (2.05) 0.00 0.00 (1.42) 0.00 0.00

$22.45 $ 25.72 $ 17.64 $ 25.38 $ 18.93 $22.46 $25.71 $ 17.63 $25.38

2.00% 57.66% (30.50%) 46.02% (15.72%) 2.00% 57.69% (30.54%) 16.58%

$96 $18,718 $13,071 $ 15,320 $ 1,905 $ 0 $1,711 $ 1,426 $2,495

1.03%/3/ 2.09% 2.11% 1.92%/3/ 1.75%/3/ 0.00% 2.10% 2.11% 2.10%

(0.59%)/3/ (1.67%) (1.56%) (1.13%)/3/ (0.85%)/3/ 0.00% (1.68%) (1.56%) (1.17%)

10% 249% 110% 291% 69% 10% 249% 110% 291%

38.54%/3/ 2.29% 2.13% 2.21%/3/ 3.55%/3/ 0.00% 2.68% 2.71% 2.66%

(38.10%)/3/ (1.87%) (1.58%) (1.42%)/3/ (2.65%)/3/ 0.00% (2.26%) (2.16%) (1.73%)
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

Stock Funds Prospectus 69
<PAGE>

Small Cap Opportunities Fund
- --------------------------------------------------------------------------------

Portfolio Manager: Ira Unschuld

---------------------------------------------------------------------------
Investment Objective
The Small Cap Opportunities Fund seeks long-term capital appreciation.

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

Investment Strategies
We actively manage a diversified portfolio that invests primarily in equity
securities of U.S. companies that, at the time of purchase, have market
capitalizations of $1.5 billion or less.

We attempt to identify securities of companies that we believe can generate
above-average earnings growth and sell at favorable prices in relation to
book values and earnings. Our assessment of a company's management's
competence will be an important consideration. These criteria are not rigid
and we may make other investments to achieve the Fund's objective.

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

Permitted Investments
We invest primarily in small cap equity securities, including common
stocks, securities convertible into common stocks or, subject to special
limitations, rights or warrants to subscribe for or purchase common
stocks. We also may invest to a limited degree in non-convertible debt
securities and preferred stocks.

We may use options and futures contracts to manage risk. We also may use
options to enhance return.

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

Important Risk Factors
This Fund is designed for investors willing to assume above-average risk.
We may invest in companies that:

. pay low or no dividends;

. have smaller market capitalization;

. have less market liquidity;

. have no or relatively short operating histories, or are new public
companies or are initial public offerings;

. have aggressive capital structures including high debt levels; or

. are involved in rapidly growing or changing industries and/or new
technologies.

70 Stock Funds Prospectus
<PAGE>

Because we may invest in such aggressive securities, share prices may rise
and fall more than the share prices of other funds. In addition, our active
trading investment strategy may result in a higher-than-average portfolio
turnover ratio, increased trading expenses, and higher short-term capital
gains.

Stock Funds Prospectus 71
<PAGE>

Small Cap Opportunities Fund
- ------------------------------------------------------------------------------

FOR A SHARE OUTSTANDING

CLASS A SHARES--COMMENCED
ON OCTOBER 9, 1996
----------------------------------------------------------
Sept. 30, May 31, May 31,
1999/1/ 1999 1998
----------------------------------------------------------
<S> <C> <C> <C>
For the period ended:
Net asset value, beginning of period $ 20.50 $ 23.60 $ 19.83

Income from investment operations:
Net investment income (loss) (0.04) (0.11) (0.07)
Net realized and unrealized gain (loss)
on investments 0.04 (2.97) 4.37

Total from investment operations 0.00 (3.08) 4.30

Less distributions:
Dividends from net investment income 0.00 0.00 0.00
Distributions from net realized gain 0.00 (0.02) (0.53)

Total from distributions 0.00 (0.02) (0.53)

Net asset value, end of period $ 20.50 $ 20.50 $ 23.60

Total return (not annualized)/5/ 0.00% (13.03%) 21.97%

Ratios/supplemental data:
Net assets, end of period (000s) $ 7,633 $ 4,698 $ 6,870

Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.25%/2/ 1.25%/2/ 1.27%/2/
Ratio of net investment income (loss) to average
net assets (0.44%)/2/ (0.47%)/2/ (0.43%)/2/

Portfolio turnover 40%/3/ 119%/3/ 55%/3/

Ratio of expenses to average net assets prior
to waived fees and reimbursed expenses (annualized)/4/ 1.41%/2/ 1.49%/2/ 1.86%/2/

Ratio of net investment income (loss) to
average net assets prior to waived fees and
reimbursed expenses (annualized) (0.60%)/2/ (0.71%)/2/ (1.02%)/2/
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund changed its fiscal year-end from May 31 to September 30.
/2/ Includes expenses allocated from the Portfolio(s) in which the Fund
invests.
/3/ Portfolio turnover rate represents the activity from the Fund's investment
in a single Portfolio.
/4/ During each period, various fees and expenses were waived and reimbursed.
The ratio of expenses to average net assets reflects the expense ratio in
the absence of any waivers and reimbursements.
/5/ Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the
period shown.

72 Stock Funds Prospectus
<PAGE>

Financial Highlights
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS B SHARES--COMMENCED
ON NOVEMBER 8, 1996
- -----------------------------------------------------------------------------------------------------------

May 31, Sept. 30, May 31, May 31, May 31,
1997 1999/1/ 1999 1998 1997

- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$17.39 $20.09 $ 23.32 $ 19.75 $ 17.41

(0.01) (0.09) (0.31) (0.05) (0.05)

2.46 0.03 (2.90) 4.15 2.40

2.45 (0.06) (3.21) 4.10 2.35

0.00 0.00 0.00 0.00 0.00
(0.01) 0.00 (0.02) (0.53) (0.01)

(0.01) 0.00 (0.02) (0.53) (0.01)

$19.83 $20.03 $ 20.09 $ 23.32 $ 9.75

11.37% (0.30%) (13.74%) 21.03% 13.53%

$ 522 $4,089 $ 4,187 $ 6,140 $ 158

1.25%/2/ 2.00% 2.06%/2/ 2.02%/2/ 2.06%/2/

(0.18%)/2/ (1.19%) (1.28%)/2/ (1.21%)/2/ (0.99%)/2/

34%/3/ 40% 119%3 55%/3/ 34%/3/

10.51%/2/ 2.48% 2.51%/2/ 3.05%/2/ 27.27%/2/

(9.44%)/2/ (1.67%) (1.73%)/2/ (2.24%)/2/ (26.20%)/2/
- --------------------------------------------------------------------------------------------------------------
</TABLE>

Stock Funds Prospectus 73
<PAGE>

General Investment Risks
- --------------------------------------------------------------------------------

. Unlike bank deposits, such as CDs or savings accounts, mutual funds are
not insured by the FDIC.

. We cannot guarantee that we will meet our investment objectives.

. 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.

. Investing in any mutual fund, including those deemed conservative,
involves risk, including the possible loss of any money you invest.

. An investment in a single Fund, by itself, does not constitute a
complete investment plan.

. The Funds that invest in smaller companies, foreign companies (including
investments made through ADRs and similar instruments) and in emerging
markets are subject to additional risks, including less liquidity and
greater price volatility. A Fund's investment in foreign and emerging
markets may also be subject to special risks associated with
international trade, including currency, political, regulatory and
diplomatic risk.

. 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.

. The Funds may invest a portion of their assets in U.S. Government
obligations, such as securities issued or guaranteed by the Government
National Mortgage Association ("GNMAs"), the Federal National Mortgage
Association ("FNMAs") and the Federal Home Loan Mortgage Corporation
("FHLMCs"). Each are mortgage-backed securities representing partial
ownership of a pool of residential mortgage loans. A "pool" or group of
such mortgages is assembled and, after being approved by the issuing or
guaranteeing entity, is offered to investors through securities dealers.
Mortgage-backed securities are subject to prepayment and extension risk,
which can alter the maturity of the securities and also reduce the rate
of return on the portfolio. Collateralized mortgage obligations ("CMOs")
typically represent principal-only and interest-only portions of such
securities and are subject to increased interest-rate and credit risk.

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

74 Stock Funds Prospectus
<PAGE>

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

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

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 or liquidity of investments in either country.

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

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.

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.

Stock Funds Prospectus 75
<PAGE>

General Investment Risks
- --------------------------------------------------------------------------------

Year 2000 Risk--The Fund's principal service providers have advised the
Funds that they have made the necessary changes to their computer systems
to avoid any systems failure based on an inability to distinguish the year
2000 from the year 1900. Year 2000 risks remain throughout the year,and may
also adversely affect the companies or entities in which the Funds
invest, especially foreign entities, which may be less technologically
prepared. The extent of such impact cannot be predicted.

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 each Fund. You should also see the Statement of Additional Information
for additional information about the investment practices and risks
particular to each Fund.

76 Stock Funds Prospectus
<PAGE>

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

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

<TABLE>
<CAPTION>
DIVERSIFIED DIVERSIFIED EQUITY
INVESTMENT PRACTICE RISK EQUITY SMALL CAP INCOME
<S> <C> <C> <C> <C>
Borrowing Policies
The ability to borrow from banks for temporary Leverage Risk . . .
purposes to meet shareholder redemptions.

Emerging Markets
Securities of companies located or operating in Information, Political,
countries considered developing or to have Regulatory, Diplomatic, . . .
"emerging" stock markets. Generally, these Liquidity and Currency
securities have the same type of risks as Risk
foreign securities, but to a higher degree.

Floating and Variable Rate Debt
Instruments with interest rates that are Interest Rate and
adjusted either on a schedule or when an index Credit Risk . . .
or benchmark changes.

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

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

<CAPTION>
RISK EQUITY INDEX EQUITY VALUE GROWTH GROWTH EQUITY INTERNATIONAL
<S> <C> <C> <C> <C> <C> <C> <C>
Borrowing Policies
The ability to borrow from banks for temporary Leverage Risk . . . . . .
purposes to meet shareholder redemptions.

Emerging Markets . . . . .
Securities of companies located or operating in Information, Political,
countries considered developing or to have Regulatory, Diplomatic,
"emerging" stock markets. Generally, these Liquidity and Currency
securities have the same type of risks as Risk
foreign securities, but to a higher degree.

Floating and Variable Rate Debt . . . . .
Instruments with interest rates that are Interest Rate and
adjusted either on a schedule or when an index Credit Risk
or benchmark changes.

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

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

<CAPTION>
RISK INTERNATIONAL EQUITY LARGE COMPANY GROWTH SMALL CAP GROWTH SMALL CAP OPPORTUNTIES
<S> <C> <C> <C> <C> <C>
Borrowing Policies . . . .
The ability to borrow Leverage Risk
from banks for
temporary purposes to
meet shareholder
redemptions.

Emerging Markets . . . .
Securities of companies Information, Political,
located or operating in Regulatory, Diplomatic,
countries considered Liquidity and Currency
developing or to have Risk
"emerging" stock markets.
Generally, these securities
have the same type of risks
as foreign securities, but
to a higher degree.

Floating and Variable Rate Debt . . . .
Instruments with interest rates Interest Rate and
that are adjusted either on a Credit Risk
schedule or when an index or
benchmark changes.

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

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

General Investment Risks
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
----------------------------------------------------------------------
DIVER-
DIVER- SIFIED
SIFIED SMALL EQUITY EQUITY EQUITY GROWTH INTER-
EQUITY CAP INCOME INDEX VALUE GROWTH EQUITY NATIONAL
INVESTMENT PRACTICE RISK
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Illiquid Securities
A security that cannot be readily Liquidity Risk
sold without negatively affecting . . . . . . .
its fair price. Limited to 15% of
total assets.

Loans of Portfolio Securities
The practice of loaning securities Credit, Counter-
to brokers, dealers and financial Party and
institutions to increase return Leverage
on those securities. Loans may be Risk . . . . . . . .
made up Investment Company Act of
1940 limits (currently one-third of
total assets including the value of
the collateral received).

Mortgage-Backed Securities
Securities consisting of undivided Interest Rate,
fractional interests in pools of Credit, Prepayment
mortgages originated by lenders such as and Experience . . . . .
commercial banks, savings associations Risk
and mortgage bankers and brokers.

Options
The right or obligation to receive or Credit, Information
deliver a security or cash payment and Liquidity Risk
depending on the security's price or
the performance of an index or benchmark.
Types of options used may 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
The temporary investment in shares of Market Risk
another mutual fund. A pro rata portion
of the other fund's expenses, in addition . . . . . . . .
to the expenses paid by the Funds, will
be borne by Fund shareholders.

Privately Issued Securities
Securities that are not publicly traded Liquidity Risk
but which may or may not be resold in . . . . . . . .
accordance with Rule 144A of the
Securities Act of 1933.

Repurchase Agreements
A transaction in which the seller of a Credit and
security agrees to buy back a security Counter-Party
at an agreed upon time and price, Risk . . . . . . . .
usually with interest.

Small Company Securities
The risk that investments in small Market, Experience
companies may be more volatile than and Liquidity . . . . . . .
investments in larger companies. Risk
----------------------------------------------------------------------

<CAPTION>
----------------------------------------------------------------------
SMALL
INTER- LARGE SMALL CAP
NATIONAL COMPANY CAP OPPOR-
EQUITY GROWTH GROWTH TUNITIES
- ----------------------------------------------------------------------------------------------------------
INVESTMENT PRACTICE RISK
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Illiquid Securities
A security that cannot be readily Liquidity Risk
sold, or cannot be readily sold
without negatively affecting . . . .
its fair price. Limited to 15% of
total assets.

Loans of Portfolio Securities
The practice of loaning securities Credit, Counter-
to brokers, dealers and financial Party and
institutions to increase return on Leverage . . . .
those securities. Loans may be made Risk
up to on Investment Company Act of 1940
limits (currently one-third of total
assets including the value of the
collateral received).

Mortgage-Backed Securities
Securities consisting of undivided Interest Rate,
fractional interests in pools of Credit, Prepayment
mortgages originated by lenders such as and Experience . .
commercial banks, savings associations Risk
and mortgage bankers and brokers.

Options
The right or obligation to receive or Credit, Information
deliver a security or cash payment and Liquidity Risk
depending on the security's price or the
performance of an index or benchmark.
Types of options used may 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
The temporary investment in shares of Market Risk
another mutual fund. A pro rata portion
of the other fund's expenses, in addition . . . .
to the expenses paid by the Funds, will
be borne by Fund shareholders.

Privately Issued Securities
Securities that are not publicly traded Liquidity Risk
but which may or may not be resold in . . . .
accordance with Rule 144A of the
Securities Act of 1933.

Repurchase Agreements
A transaction in which the seller of a Credit and
security agrees to buy back a security Counter-Party
at an agreed upon time and price, Risk . . . .
usually with interest.

Small Company Securities
The risk that investments in small Market, Experience
companies may be more volatile than and Liquidity . . . .
investments in larger companies. Risk
-----------------------------------------
</TABLE>

78 Stock Funds Prospectus
<PAGE>

Organization and Management of the Funds
- -------------------------------------------------------------------------------

A number of different entities provide services to the Funds. This section shows
how the Funds are 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
Funds.

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 each 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. Each of the Funds described in this Prospectus
has succeeded to the assets and operations of one or more corresponding Funds of
Stagecoach or Norwest Advantage Funds. The performance and financial statement
history of each Fund's designated predecessor Fund has been assumed by the Wells
Fargo Funds Trust Fund. The succession transactions were approved by the
shareholders of the Stagecoach and Norwest Advantage Funds. The Table on page 97
identifies the Stagecoach or Norwest Advantage Fund predecessors to the Funds.

The Board of Trustees of the Trust supervises the Funds' activities and approves
the selection of various companies hired to manage the Funds' 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.

BOARD OF TRUSTEES

Supervises the Funds' activities
- ------------------------------------------------------------------------------------------------------------------------------------

INVESTMENT ADVISOR CUSTODIAN

<S> <C>
Wells Fargo Bank, N.A. Norwest Bank Minnesota,N.A.
525 Market St., San Francisco,CA 6th St. & Marquette, Minneapolis, MN
Manages the Funds' investment activities Provides safekeeping for the Funds' assets
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
INVESTMENT SUB-ADVISOR

Varies by Fund
See Individual Fund Descriptions for Details
- ------------------------------------------------------------------------------------------------------------------------------------
SHAREHOLDER
TRANSFER SERVICING
DISTRIBUTOR ADMINISTRATOR AGENT AGENTS
<S> <C> <C> <C>
Stephens Inc. Wells Fargo Bank, N.A. Boston Financial Data Various Agents
111 Center St. 525 Market St. Services, Inc.
Little Rock, AR San Francisco, CA Two Heritage Dr.
Quincy, MA
Markets the Funds, Manages the Maintains records Provide
and distributes Funds' business of shares and services to
Fund shares activities supervises the customers
paying of dividends
- ------------------------------------------------------------------------------------------------------------------------------------

FINANCIAL SERVICES FIRMS AND SELLING AGENTS

Advise current and prospective shareholders on their Fund investments
- ------------------------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS

</TABLE>

Stock Funds Prospectus 79
<PAGE>

Organization and Management of the Funds
- --------------------------------------------------------------------------------

In the following sections, the percentages shown are the percentages of the
average daily net assets of each Fund class 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 each of the Funds. Wells Fargo
Bank, founded in 1852, is the oldest bank in the western United States and
is one of the largest banks in the United States. Wells Fargo Bank is a
wholly owned subsidiary of Wells Fargo & Company, a national bank holding
company. As of September 30, 1999, Wells Fargo Bank and its affiliates
provided advisory services for over $129 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 Diversified Equity, Diversified Small Cap and Growth Equity are Gateway
funds that invest in various core portfolios. Wells Fargo Bank is entitled
to receive an investment advisory fee of 0.25% of each Fund's average
annual net assets for providing services to each Fund including the
determination of the asset allocations of each Fund's investments in the
various core portfolios. Wells Fargo Bank also acts as the Advisor to,and
is entitled to receive a fee from,each core portfolio. The total amount of
investment advisory fees paid to Wells Fargo Bank as a result of a Fund's
investments varies depending on the Fund's allocation of assets among the
various core portfolios.

Dormant Investment Advisory Arrangements
Under the existing investment advisory contract for the Funds, Well Fargo
Bank has been retained as an investment advisor for Gateway fund assets
redeemed from a core portfolio and invested directly in a portfolio of
securities. Well Fargo Bank does not receive any compensation under this
agreement as long as a Gateway fund invests substantially all of its assets
in one or more core portfolios. If a Gateway fund redeems assets from a
core portfolio and invests them directly, Wells Fargo Bank receives an
investment advisory fee from the Gateway fund for the management of those
assets.

The Sub-Advisors
Wells Capital Management Incorporated ("WCM"), a wholly owned subsidiary of
Wells Fargo Bank, N.A., is the sub-advisor for the Equity Income, Equity
Index, Equity Value, Growth, International Equity and Small Cap Growth
Funds. In this capacity, it is responsible for the day-to-day investment
management activities of these Funds. As of June 30, 1999, WCM provided
advisory services for over $71 billion in assets.

Peregrine Capital Management, Inc. ("Peregrine"), a wholly owned subsidiary
of Norwest Bank Minnesota, N.A., is the sub-advisor for the Large Company
Growth Fund. Peregrine, which is located at LaSalle Plaza, 800 LaSalle
Avenue, Suite 1850, Minneapolis, Minnesota 55402, is an investment advisor
subsidiary of Norwest Bank Minnesota, N.A. Peregrine provides investment
advisory services to corporate and public pension plans, profit sharing
plans, savings investment plans and 401(k) plans. As of December 31, 1999,
Peregrine managed approximately $8.1 billion in assets.

Schroder Investment Management North America, Inc. ("Schroder"), is the
sub-advisor for the International Core Portfolio. Schroder, whose principal
business address is 787 7/th/ Avenue, New York, NY 10019, is a registered
investment adviser. Schroder provides investment management services to
company retirement plans, foundations, endowments, trust companies and high
net worth individuals. As of September 30, 1999, Schroder managed $ 36.1
billion in assets.

Smith Asset Management Group, LP ("Smith Group"), whose principal business
address is 300 Crescent Court, Suite 750, Dallas, Texas 75201 is a
registered investment adviser. Smith Group

80 Stock Funds Prospectus
<PAGE>

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

provides investment management services to company retirement plans,
foundations, endowments, trust companies, and high net worth individuals
using a disciplined equity style. As of December 31, 1999, the Smith Group
managed over $1 billion in assets.

WCM, Peregrine, Schroders and Smith Group are each sub-advisors to certain
of the core portfolios in which the Diversified Equity, Diversified Small
Cap, and Growth Equity Funds invest.

Shareholder Servicing Plan
We have a shareholder servicing plan for each Fund. Under this plan, we
have agreements with various shareholder servicing agents to process
purchase and redemption requests, to service shareholder accounts, and to
provide other related services. For these services, each 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 Funds. 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 Funds.

Stock Funds Prospectus 81
<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:

. Class A Shares--with a front-end sales charge, volume reductions and
lower ongoing expenses than Class B and Class C shares.

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

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

The choice between share classes 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 ongoing 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.

Class C shares are available for the Diversified Equity, Equity Income,
Equity Value, Growth Equity, International Equity, Large Company Growth and
Small Cap Growth Funds. They 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 ongoing 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.

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.

82 Stock Funds Prospectus
<PAGE>

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

CLASS A SHARES LISTED IN THIS PROSPECTUS HAVE THE FOLLOWING SALES CHARGE
SCHEDULE:

<TABLE>
<CAPTION>
FRONT-END SALES FRONT-END SALES
CHARGE AS % CHARGE AS %
AMOUNT OF PUBLIC OF AMOUNT
OF PURCHASE OFFERING PRICE INVESTED
<S> <C> <C>
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 over/1/ 0.00% 0.00%
</TABLE>

/1/ We 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:

<TABLE>
REDEMPTION WITHIN 1 YEAR 2 YEARS 3 YEARS 4 YEARS 5 YEARS 6 YEARS 7 YEARS 8 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CDSC 5.00% 4.00% 3.00% 3.00% 2.00% 1.00% 0.00% A shares
</TABLE>

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 ongoing expenses.

Class B shares received in the reorganization of the Stagecoach Funds in
exchange for Stagecoach Fund shares purchased after July 17, 1999 are also
subject to the above CDSC schedule. Class B shares received in the
reorganization of the Norwest Advantage Funds in exchange for Norwest Advantage
Fund shares purchased after May 18,1999 are also subject to the above CDSC
schedule.

Stock Funds Prospectus 83
<PAGE>

A Choice of Share Classes
- -------------------------------------------------------------------------------

Class B shares received in the reorganization of the Stagecoach Funds in
exchange for Stagecoach Fund shares purchased prior to July 17, 1999, but
after March 3, 1997 are subject to the following CDSC schedule, and such
shares convert to Class A shares automatically after six years:

<TABLE>
<CAPTION>
CLASS B SHARES RECEIVED IN EXCHANGE FOR STAGECOACH FUND SHARES PURCHASED AFTER MARCH 3, 1997,
BUT BEFORE JULY 17, 1999 HAVE THE FOLLOWING SALES CHARGE SCHEDULE:
<S> <C> <C> <C> <C> <C> <C> <C>
REDEMPTION WITHIN 1 YEAR 2 YEARS 3 YEARS 4 YEARS 5 YEARS 6 YEARS 7 YEARS

CDSC 5.00% 4.00% 3.00% 3.00% 2.00% 1.00% A shares
</TABLE>

Class B shares received in the reorganization of the Stagecoach Funds in
exchange for Stagecoach Fund shares purchased prior to March 3, 1997 are
subject to a CDSC if they are redeemed within four years of the original
purchase. The CDSC schedule for these shares is below:

<TABLE>
<CAPTION>
CLASS B SHARES RECEIVED IN EXCHANGE FOR STAGECOACH FUND SHARES PURCHASED PRIOR TO MARCH 3,
1997 HAVE THE FOLLOWING SALES CHARGE SCHEDULE:
<S> <C> <C> <C> <C> <C> <C> <C>
REDEMPTION WITHIN 1 YEAR 2 YEARS 3 YEARS 4 YEARS 5 YEARS 6 YEARS 7 YEARS

CDSC 3.00% 2.00% 1.00% 1.00% 0.00% 0.00% A shares
</TABLE>

<TABLE>
<CAPTION>
CLASS B SHARES RECEIVED IN EXCHANGE FOR NORWEST ADVANTAGE FUND SHARES PURCHASED PRIOR TO MAY 18, 1999
HAVE THE FOLLOWING SALES CHARGE SCHEDULE:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REDEMPTION WITHIN 1 YEAR 2 YEARS 3 YEARS 4 YEARS 5 YEARS 6 YEARS 7 YEARS 8 YEARS

CDSC 4.00% 3.00% 3.00% 2.00% 2.00% 1.00% 0.00% A shares
</TABLE>

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%.

84 Stock Funds Prospectus
<PAGE>

Reduced Sales Charges
- --------------------------------------------------------------------------------

Class A Share Reductions
. You pay no sales charges on Fund shares you buy with reinvested
distributions.

. 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.

. 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.

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:

. a family unit, including children under the age of twenty-one or single
trust estate;

. a trustee or fiduciary purchasing for a single fiduciary relationship;
or

. the members of a "qualified group" which consists of a "company" (as
defined in the Investment Company Act of 1940, as amended), 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!

Stock Funds Prospectus 85
<PAGE>